Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-4 |
Entity Registrant Name | CROWN PROPTECH ACQUISITIONS |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001827899 |
Amendment Flag | false |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) | |
Current assets: | ||
Deferred offering costs associated with IPO | $ 201,556 | |
Total current assets | 274,106 | |
Cash | 72,550 | |
Deferred offering costs | 201,556 | |
Total assets | 274,106 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 180,000 | |
Sponsor loans | 75,000 | |
Accrued offering costs and expenses | 180,000 | |
Promissory Note - Related Party | 75,000 | |
Total current liabilities | 255,000 | |
Total liabilities | 255,000 | |
Commitments | ||
Shareholders'deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid in capital | 24,310 | |
Retained earnings | (5,894) | |
Total shareholders' equity | 19,106 | |
Total liabilities and shareholders' deficit | 274,106 | |
Class B Common Stock | ||
Shareholders'deficit: | ||
Common stock | $ 690 | [1] |
[1] | Includes an aggregate of up to 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Notes 4 and 7). |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Feb. 08, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Maximum shares subject to forfeiture | 900,000 | ||||
Class A ordinary shares | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | 200,000,000 | |||
Common shares, shares issued | 0 | 0 | |||
Common shares, shares outstanding | 0 | 0 | |||
Class B Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 20,000,000 | 20,000,000 | |||
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 | ||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | ||
Maximum shares subject to forfeiture | 900,000 | ||||
Share dividend | 0.2 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
CONDENSED STATEMENT OF OPERATIONS | |
Formation costs | $ | $ 5,894 |
Other Income (Loss) | |
Net income (loss) | $ | $ (5,894) |
Weighted average shares outstanding, basic | shares | 6,000,000 |
Weighted average shares outstanding, diluted | shares | 6,000,000 |
Net income per share, basic | $ / shares | $ 0 |
Net income per share, diluted | $ / shares | $ 0 |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - shares | Feb. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Maximum shares subject to forfeiture | 900,000 | ||
Class B Common Stock | |||
Maximum shares subject to forfeiture | 900,000 | ||
Share dividend | 0.2 | ||
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 |
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance as of December 31, 2020 at Sep. 23, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance as of December 31, 2020 (in shares) at Sep. 23, 2020 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsors | [1] | $ 690 | 24,310 | 25,000 | |
Issuance of Class B common stock to Sponsors (in shares) | [1] | 6,900,000 | |||
Net income (loss) | (5,894) | (5,894) | (5,894) | ||
Balance at Dec. 31, 2020 | $ 690 | 24,310 | (5,894) | 19,106 | |
Balance (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of Units in Initial Public Offering | 275,997,240 | 275,997,240 | |||
Underwriters' discount | (5,520,000) | (5,520,000) | |||
Deferred underwriting discount | (9,660,000) | (9,660,000) | |||
Sale of private placement | 7,520,000 | 7,520,000 | |||
Reclassification of offering cost related to warrant issuance | 780,268 | 780,268 | |||
Fair value of warrants | (21,177,866) | (21,177,866) | |||
Other offering cost charged to Stockholders' equity | (530,090) | (530,090) | |||
Class A ordinary shares subject to possible redemption | (247,433,862) | (28,563,378) | (275,997,240) | ||
Net income (loss) | 9,611,289 | 9,611,289 | |||
Balance at Mar. 31, 2021 | $ 690 | (18,957,983) | (18,957,293) | ||
Balance (in shares) at Mar. 31, 2021 | 6,900,000 | ||||
Balance as of December 31, 2020 at Dec. 31, 2020 | $ 690 | 24,310 | (5,894) | 19,106 | |
Balance as of December 31, 2020 (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,138,992 | ||||
Balance at Jun. 30, 2021 | $ 690 | (20,430,280) | (20,429,590) | ||
Balance (in shares) at Jun. 30, 2021 | 6,900,000 | ||||
Balance as of December 31, 2020 at Dec. 31, 2020 | $ 690 | $ 24,310 | (5,894) | 19,106 | |
Balance as of December 31, 2020 (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 12,035,627 | ||||
Balance at Sep. 30, 2021 | $ 690 | (16,533,645) | (16,532,955) | ||
Balance (in shares) at Sep. 30, 2021 | 6,900,000 | ||||
Balance as of December 31, 2020 at Mar. 31, 2021 | $ 690 | (18,957,983) | (18,957,293) | ||
Balance as of December 31, 2020 (in shares) at Mar. 31, 2021 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,472,297) | (1,472,297) | |||
Balance at Jun. 30, 2021 | $ 690 | (20,430,280) | (20,429,590) | ||
Balance (in shares) at Jun. 30, 2021 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 3,896,635 | 3,896,635 | |||
Balance at Sep. 30, 2021 | $ 690 | $ (16,533,645) | $ (16,532,955) | ||
Balance (in shares) at Sep. 30, 2021 | 6,900,000 | ||||
[1] | Includes an aggregate of up to 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Notes 4 and 7). |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - shares | Feb. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Maximum shares subject to forfeiture | 900,000 | ||
Class B Common Stock | |||
Maximum shares subject to forfeiture | 900,000 | ||
Share dividend | 0.2 | ||
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 |
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (5,894) |
Changes in current assets and current liabilities: | |
Net cash used in operating activities | (5,894) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Class B ordinary shares to Sponsor | 25,000 |
Proceeds from issuance of promissory note to related party | 75,000 |
Payment of deferred offering costs | (21,556) |
Net cash provided by financing activities | 78,444 |
Net Change in Cash | 72,550 |
Cash - Ending of period | 72,550 |
Non-cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs and expenses | $ 180,000 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Organization and Business Operations | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Crown Proptech Acquisitions (the “Company”) was incorporated in the Cayman Islands on September 24, 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 (the “Business Combination”). The Company is not limited to a particular industry or geographic region 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 December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the proposed initial public offering (the “Proposed Public Offering”), which is 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 from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 27,600,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 4,533,333 warrants (or 5,013,333 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Crown Proptech Sponsor, LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”), that will close simultaneously with the Proposed Public Offering, which is discussed in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions held in 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-transaction 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”), located in the United States and 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 any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of its issued and 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), calculated as of two business days prior to the completion of the Business Combination. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination 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 at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements 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 Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, 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 any Founder Shares (as defined in Note 4) and Public Shares held by it 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 a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Proposed Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. The Company will have until 24 months from the closing of the Proposed Public Offering to complete a Business Combination (the “Combination Period”). If the Company has not completed complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 Proposed Public Offering, 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). 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 (except for the Company’s the 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 amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for 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. Going Concern Consideration At December 31 | Note 1 — Organization and Business Operations Organization and General Crown Proptech Acquisitions (the “Company”) was incorporated in the Cayman Islands on September 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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. The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“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. Financing The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated the IPO of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $15,710,090 consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee and $530,090 of other offering costs. Of the total transaction costs $780,268 was charged to expense as non-operating expense in the statement of operations with the rest of the offering costs charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares. Trust Account Following the closing of the IPO on February 11, 2021, an amount of $276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity As of September 30, 2021, the Company had cash outside the Trust Account of $277,719 available for working capital needs and working capital of $367,733. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $277,719 outside of the Trust Account as of September 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Significant Accounting Policies | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering and one year from the date of issuance of these financial statements. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 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 expenses during the reporting periods. 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. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, 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 loss per share is the same as basic loss per share for the period presented. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. | Note 3 — 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 and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 stockholder 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $276,008,112 held in marketable securities. During period January 1, 2021 to September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. 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 Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as 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 stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 27,600,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income (Loss) per Ordinary Shares The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 14,213,333 Class A ordinary shares at $11.50 per share were issued on February 11, 2021. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period. For the three months ended For the nine months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including accretion of temporary equity $ 3,117,308 $ 779,327 $ 9,267,433 $ 2,768,194 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 23,454,945 6,900,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.40 $ 0.40 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $15,710,090 have been charged to stockholders’ equity (consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee and $530,090 of other offering costs). Of the total transaction cost, $780,268 were charged to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its Initial Public Offering (9,200,000) and Private Placement (5,013,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using binomial lattice model at each measurement date. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. Recent Accounting Standards During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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. |
PROPOSED PUBLIC OFFERING
PROPOSED PUBLIC OFFERING | 3 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
PROPOSED PUBLIC OFFERING | NOTE 3 — PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company intends to offer for sale 24,000,000 Units (or 27,600,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions | ||
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding The Sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. Private Placement The Sponsor has agreed to purchase 4,533,333 Private Placement Warrants (or 5,013,333 Private Placement Warrants if the over-allotment option is exercised in full) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,800,000 (or $7,520,000 if the over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Promissory Note — Related Party On October 13, 2020, the Company issued 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 is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Proposed Public Offering. As of December 31, 2020, the outstanding balance under the Promissory Note is $75,000. 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 (the “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. The Working Capital Loans would either be repaid upon consummation of a Business Combination 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 $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. To date, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company will enter into an agreement, commencing on the effective date of the Proposed Public Offering, pursuant to which it will pay the Sponsor up to $15,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On February 9, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . The Sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. Promissory Note — Related Party On October 13, 2020, the Company issued 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 is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the IPO. As of September 30, 2021, the Company had repaid the Sponsor note in full. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In addition, In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had not outstanding borrowings under the Working Capital Loans. |
COMMITMENTS
COMMITMENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments & Contingencies | ||
COMMITMENTS | NOTE 5 — COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring the Company to register such securities for resale. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option from the date of the Proposed Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $4,800,000 in the aggregate (or $5,520,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,400,000 in the aggregate (or $9,660,000 in the aggregate if the underwriters’ over- allotment option to purchase additional Units is exercised in full). 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. | Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On February 11, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders' Equity | ||
SHAREHOLDER'S EQUITY | NOTE 6 — SHAREHOLDER’S EQUITY Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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 a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of 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 business day after the closing of a 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” in accordance with Section 3(a)(9) of the Securities Act 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 its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● to each warrant holder; and ● if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before we send to the notice of redemption to the warrant holders . If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the 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, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers 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. | Note 8 — Stockholders’ Equity Preference Shares outstanding Class A Ordinary Shares outstanding subject Class B Ordinary Shares outstanding Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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 a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events | ||
SUBSEQUENT EVENTS | NOTE 7 — SUBSEQUENT EVENTS On February 8, 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 6,900,000 shares of Class B ordinary shares being issued The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January 15, 2021, the date that the financial statements were available to be issued. Based upon this review, other than disclosed above the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 11 — Subsequent Events On November 10, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Crown PropTech Merger Sub I Corp., a Delaware corporation, Crown PropTech Merger Sub II LLC, a Delaware limited liability company, and Brivo, Inc., a Nevada corporation (“Brivo”). The Business Combination is expected to close in mid-2022, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. All required approvals of the Brivo shareholders have previously been obtained. The Business Combination Agreement provides for, among other things, that the Company’s name will be changed to Brivo, Inc. (“New Brivo”). In connection with the Business Combination, the Company entered on November 10, 2021 into subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors an aggregate of $75,000,000 in principal amount of the convertible notes of New Brivo (the “PIPE Notes”). The PIPE Notes are convertible into New Brivo Class A common stock for aggregate gross proceeds of $75,000,000. The Subscription Agreements provide for certain registration rights. In particular, the Company is required to, no later than 45 calendar days after the closing date, file with the SEC a registration statement registering the resale of the shares of New Brivo Class A Common Stock underlying the PIPE Notes. Additionally, the Company is required to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the registration statement) following the closing date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The registration rights under the Subscription Agreements are separate and distinct from those provided for in the Amended and Restated Registration Rights Agreement. In addition, concurrently with the execution of the Business Combination Agreement (but effective as of the closing of the Business Combination) New Brivo, the Sponsor, Anchor Investor and certain other stockholders and directors and officers of the Company and Brivo entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), which will terminate and replace the existing registration rights agreement among the Company, Sponsor and the Anchor Investor dated February 8, 2021, pursuant to which, among other matters, (i) subject to certain limited exceptions, certain stockholders of the Company and Brivo will be granted certain customary demand and “piggy-back” registration rights with respect to their shares of New Brivo Class A Common Stock, (ii) Sponsor will be subject to a one-year lock up period for its shares of New Brivo Class A Common Stock, which lockup period will terminate early in the event that the closing price of New Brivo Class A Common Stock on the NYSE equals or exceeds $12.00 per share for any 20 Also concurrently with the execution of the Business Combination Agreement, the Sponsor and certain shareholders of the Company that collectively with the Sponsor own 6,210,000 Class B ordinary shares of the Company agreed pursuant to that certain Sponsor Agreement to, among other things, (i) with limited exceptions, vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) waive any adjustment to the conversion ratio set forth in the Company’s amended and restated memorandum and articles of association with respect to all Class B ordinary shares of the Company held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. In addition, the Sponsor has agreed that 2,384,000 of the Company’s Class B ordinary shares of Crown held by the Sponsor as of the date of the Sponsor Agreement will be subject to vesting requirements. On November 30, 2021, the Company entered into a convertible note with Richard Chera the Company’s Chief Executive Officer and Director, pursuant to which Mr. Chera agreed to loan us up to an aggregate principal amount of $1,500,000 (the “ Promissory Note The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering and one year from the date of issuance of these financial statements. | 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 and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 stockholder 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 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 expenses during the reporting periods. 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. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
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. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $276,008,112 held in marketable securities. During period January 1, 2021 to September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. | |
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 Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. | |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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 stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 27,600,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $15,710,090 have been charged to stockholders’ equity (consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee and $530,090 of other offering costs). Of the total transaction cost, $780,268 were charged to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares. | |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its Initial Public Offering (9,200,000) and Private Placement (5,013,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using binomial lattice model at each measurement date. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, 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 loss per share is the same as basic loss per share for the period presented. | Net Income (Loss) per Ordinary Shares The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 14,213,333 Class A ordinary shares at $11.50 per share were issued on February 11, 2021. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period. For the three months ended For the nine months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including accretion of temporary equity $ 3,117,308 $ 779,327 $ 9,267,433 $ 2,768,194 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 23,454,945 6,900,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.40 $ 0.40 |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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. |
Risks and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | Feb. 11, 2021$ / sharesshares | Dec. 31, 2020USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |
Number of units sold | 3,600,000 | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80 | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | |
Condition for future business combination threshold Net Tangible Assets | $ | $ 5,000,001 | $ 5,000,001 | |
Redemption limit percentage without prior consent | 15 | 100 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Redemption period upon closing of the Proposed Public Offering | 24 months | 24 months | |
Number of months to complete acquisition | 24 months | ||
Maximum allowed dissolution expenses | $ | $ 100,000 | ||
Cash | $ | 72,550 | $ 277,719 | |
Working capital | $ | $ (182,450) | $ 367,733 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 5,013,333 | ||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 | 24,000,000 | 27,600,000 |
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 |
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 12 months | ||
Cash | $ | $ 277,719 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 4,533,333 | ||
Price of warrant | $ / shares | $ 1.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 5,013,333 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | |
Cash equivalents held in trust account | $ 276,008,112 | ||
Federal Depository Insurance Coverage | 250,000 | ||
Transaction costs | 15,710,090 | ||
Underwriting fees | 5,520,000 | ||
Deferred underwriting fee payable | 9,660,000 | ||
Other offering costs | 530,090 | ||
Transaction cost reclassified to non-operating expense | $ 780,268 | ||
Unrecognized tax benefits | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Maximum shares subject to forfeiture | 900,000 | ||
Class B Common Stock | |||
Maximum shares subject to forfeiture | 900,000 |
PROPOSED PUBLIC OFFERING (Detai
PROPOSED PUBLIC OFFERING (Details) - $ / shares | Feb. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,600,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | (9,200,000) | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 | 24,000,000 | 27,600,000 |
Purchase price, per unit | $ 10 | $ 10 | $ 10 |
IPO | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.33 | 0.33 | |
IPO | Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | 1 | |
IPO | Class A ordinary shares | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 1 | ||
Number of shares issuable per warrant | 1 | 1 | |
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Nov. 10, 2021shares | Feb. 09, 2021shares | Feb. 08, 2021shares | Oct. 13, 2020USD ($)D$ / sharesshares | Dec. 31, 2020USD ($)shares | Sep. 30, 2021shares | |
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||
Maximum shares subject to forfeiture | 900,000 | ||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20 | ||||||
Class A ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares issued (in shares) | 0 | 0 | |||||
Common shares, shares outstanding (in shares) | 0 | 0 | |||||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Share dividend | 0.2 | ||||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Maximum shares subject to forfeiture | 900,000 | ||||||
Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 6,210,000 | ||||||
Founder shares | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Share dividend | 0.2 | 0.2 | |||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | |||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | |||||
Founder shares | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Founder shares | Sponsor | Class A ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder shares | Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 5,750,000 | ||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
[1] | Includes an aggregate of up to 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Notes 4 and 7). |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Oct. 13, 2020 | |
Related Party Transaction [Line Items] | |||
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | ||
Repayment of promissory note - related party | $ 75,000 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ 1.50 | $ 1.50 | |
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |
Outstanding balance of related party note | $ 0 | $ 0 | |
Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Number of warrants to purchase shares issued | 5,013,333 | ||
Price of warrant | $ 1.50 | $ 1.50 | |
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | ||
Exercise price of warrants | $ 11.50 | ||
Private Placement Warrants | Private Placement | |||
Related Party Transaction [Line Items] | |||
Number of warrants to purchase shares issued | 4,533,333 | ||
Price of warrant | $ 1.50 | ||
Proceeds from issuance of Private Placement Warrants | $ 6,800,000 | ||
Number of shares per warrant | 1 | ||
Private Placement Warrants | Over-allotment option | |||
Related Party Transaction [Line Items] | |||
Number of warrants to purchase shares issued | 5,013,333 | ||
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | 75,000 | ||
Promissory Note with Related Party | Sponsor | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Administrative Support Agreement | Sponsor | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 15,000 | $ 15,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | Feb. 11, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Granted Term | 45 days | |
Number of units sold | 3,600,000 | |
Underwriting cash discount per unit | $ 0.20 | $ 0.20 |
Aggregate deferred underwriting fee payable | $ 5,520,000 | $ 4,800,000 |
Deferred fee per unit | $ 0.35 | $ 0.35 |
Underwriter cash discount | $ 9,660,000 | |
Aggregate underwriter cash discount | $ 8,400,000 | |
Over-allotment option | ||
Loss Contingencies [Line Items] | ||
Number of units sold | 27,600,000 | |
Aggregate deferred underwriting fee payable | $ 5,520,000 | |
Aggregate underwriter cash discount | $ 9,660,000 |
SHAREHOLDER'S EQUITY - Preferre
SHAREHOLDER'S EQUITY - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDER'S EQUITY - Common S
SHAREHOLDER'S EQUITY - Common Stock Shares (Details) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | Feb. 08, 2021shares | |
Class of Stock [Line Items] | |||||
Common shares, votes per share | Vote | 1 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 27,600,000 | |||
Class A ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Ratio to be applied to the stock in the conversion | 1 | ||||
Aggregated shares issued upon converted basis (in percent) | 20.00% | 20.00% | |||
Class A Common Stock Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 900,000 | ||||
Aggregated shares issued upon converted basis (in percent) | 20.00% |
SHAREHOLDER'S EQUITY - Private
SHAREHOLDER'S EQUITY - Private Warrants (Details) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020USD ($)D$ / shares | Sep. 30, 2021D$ / shares | Feb. 11, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |||
Threshold maximum period for filing registration statement after business combination | 15 days | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |
Public Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |
Threshold maximum period for filing registration statement after business combination | 5 years | ||
Number Of warrants, Outstanding | $ | $ 0 | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold business days before sending notice of redemption to warrant holders | D | 3 | ||
Aggregate gross proceeds as percentage of total equity proceeds | 60.00% | 60.00% | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% | |
Public Warrants expiration term | 5 years | ||
Trading days determining volume weighted average price | 20 days | ||
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | $ 18 | |
Threshold trading days for redemption of public warrants | D | 20 | 20 | |
Threshold business days before sending notice of redemption to warrant holders | D | 30 | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | D | 30 | ||
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10 | $ 10 | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | 100.00% | |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | |
Class A ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Price per share | $ / shares | $ 9.20 | $ 9.20 | $ 11.50 |
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | D | 20 | ||
Class A ordinary shares | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum threshold period for registration statement to become effective after business combination | 60 days |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 30, 2021 | Nov. 10, 2021 | Feb. 08, 2021 | Dec. 21, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class B Common Stock | ||||||
Subsequent Events | ||||||
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 | |||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |||
Subsequent Event | Class B Common Stock | ||||||
Subsequent Events | ||||||
Common stock dividends (in per share) | $ 0.2 | |||||
Common shares, shares issued | 6,900,000 | |||||
Common shares, shares outstanding | 6,900,000 | |||||
Subscription Agreements | ||||||
Subsequent Events | ||||||
Maximum threshold period, from the date SEC notifies review not required, for registration statement to become effective after Business Combination | 10 days | |||||
PIPE | ||||||
Subsequent Events | ||||||
Maximum threshold period for registration statement to become effective after business combination if SEC reviews registration statement | 90 days | |||||
PIPE | Subscription Agreements | New Brivo | ||||||
Subsequent Events | ||||||
Principal amount of the convertible notes of New Brivo | $ 75,000,000 | |||||
Promissory Note | Richard Chera | ||||||
Subsequent Events | ||||||
Period within which promissory note becomes due | 12 months | |||||
Maximum amount of promissory notes convertible into warrants | $ 1,500,000 | |||||
Promissory note, outstanding balance | $ 100,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
Current assets: | |
Cash | $ 277,719 |
Prepaid expenses | 254,940 |
Total current assets | 532,659 |
Cash held in Trust account | 276,008,112 |
Total assets | 276,540,771 |
Current liabilities: | |
Accounts payable and accrued expenses | 50,819 |
Due to related party | 114,107 |
Total current liabilities | 164,926 |
Warrant Liabilities | 7,248,800 |
Deferred underwriters' discount | 9,660,000 |
Total liabilities | 17,073,726 |
Commitments | |
Shareholders'deficit: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Retained earnings | (16,533,645) |
Total shareholders' equity | (16,532,955) |
Total liabilities and shareholders' deficit | 276,540,771 |
Class A Common Stock Subject to Redemption | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value | 276,000,000 |
Class B Common Stock | |
Shareholders'deficit: | |
Common stock | $ 690 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 08, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Temporary equity, shares outstanding | 27,600,000 | 27,600,000 | |||
Class A ordinary shares | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | 200,000,000 | |||
Common shares, shares issued | 0 | 0 | |||
Common shares, shares outstanding | 0 | 0 | |||
Class A Common Stock Subject to Redemption | |||||
Temporary equity, shares outstanding | 27,600,000 | ||||
Class B Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 20,000,000 | 20,000,000 | |||
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 | ||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | ||
Temporary equity, shares outstanding | 900,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation and operating costs | $ 513,738 | $ 1,121,283 |
Loss from operations | (513,738) | (1,121,283) |
Other Income (Loss) | ||
Trust dividend income | 4,240 | 8,112 |
Change in fair value of warrant liabilities | 4,406,133 | 13,929,066 |
Offering expenses related to warrant issuance | (780,268) | |
Total other income (loss) | 4,410,373 | 13,156,910 |
Net income (loss) | $ 3,896,635 | $ 12,035,627 |
Class A ordinary shares | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 27,600,000 | 23,454,945 |
Weighted average shares outstanding, diluted | 27,600,000 | 23,454,945 |
Net income per share, basic | $ 0.11 | $ 0.40 |
Net income per share, diluted | $ 0.11 | $ 0.40 |
Class A Common Stock Subject to Redemption | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 27,600,000 | 23,454,945 |
Weighted average shares outstanding, diluted | 27,600,000 | 23,454,945 |
Net income per share, basic | $ 0.11 | $ 0.40 |
Net income per share, diluted | $ 0.11 | $ 0.40 |
Class A Common Stock Not Subject to Redemption | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 |
Net income per share, basic | $ 0.11 | $ 0.40 |
Net income per share, diluted | $ 0.11 | $ 0.40 |
Class B Common Stock | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 |
Net income per share, basic | $ 0.11 | $ 0.40 |
Net income per share, diluted | $ 0.11 | $ 0.40 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance as of December 31, 2020 at Sep. 23, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance as of December 31, 2020 (in shares) at Sep. 23, 2020 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsors | [1] | $ 690 | 24,310 | $ 25,000 | |
Issuance of Class B common stock to Sponsors (in shares) | [1] | 6,900,000 | |||
Sale of Units in Initial Public Offering (in shares) | 3,600,000 | ||||
Net income (loss) | (5,894) | (5,894) | $ (5,894) | ||
Balance at Dec. 31, 2020 | $ 690 | 24,310 | (5,894) | 19,106 | |
Balance (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of Units in Initial Public Offering | 275,997,240 | 275,997,240 | |||
Underwriters' discount | (5,520,000) | (5,520,000) | |||
Deferred underwriting discount | (9,660,000) | (9,660,000) | |||
Sale of private placement | 7,520,000 | 7,520,000 | |||
Reclassification of offering cost related to warrant issuance | 780,268 | 780,268 | |||
Fair value of warrants | (21,177,866) | (21,177,866) | |||
Other offering cost charged to Stockholders' equity | (530,090) | (530,090) | |||
Class A ordinary shares subject to possible redemption | (247,433,862) | (28,563,378) | (275,997,240) | ||
Net income (loss) | 9,611,289 | 9,611,289 | |||
Balance at Mar. 31, 2021 | $ 690 | (18,957,983) | (18,957,293) | ||
Balance (in shares) at Mar. 31, 2021 | 6,900,000 | ||||
Balance as of December 31, 2020 at Dec. 31, 2020 | $ 690 | 24,310 | (5,894) | 19,106 | |
Balance as of December 31, 2020 (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,138,992 | ||||
Balance at Jun. 30, 2021 | $ 690 | (20,430,280) | (20,429,590) | ||
Balance (in shares) at Jun. 30, 2021 | 6,900,000 | ||||
Balance as of December 31, 2020 at Dec. 31, 2020 | $ 690 | $ 24,310 | (5,894) | 19,106 | |
Balance as of December 31, 2020 (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 12,035,627 | ||||
Balance at Sep. 30, 2021 | $ 690 | (16,533,645) | (16,532,955) | ||
Balance (in shares) at Sep. 30, 2021 | 6,900,000 | ||||
Balance as of December 31, 2020 at Mar. 31, 2021 | $ 690 | (18,957,983) | (18,957,293) | ||
Balance as of December 31, 2020 (in shares) at Mar. 31, 2021 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,472,297) | (1,472,297) | |||
Balance at Jun. 30, 2021 | $ 690 | (20,430,280) | (20,429,590) | ||
Balance (in shares) at Jun. 30, 2021 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 3,896,635 | 3,896,635 | |||
Balance at Sep. 30, 2021 | $ 690 | $ (16,533,645) | $ (16,532,955) | ||
Balance (in shares) at Sep. 30, 2021 | 6,900,000 | ||||
[1] | Includes an aggregate of up to 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Notes 4 and 7). |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 12,035,627 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liabilities | (13,929,066) |
Trust dividend income | (8,112) |
Offering costs allocated to warrants | 780,268 |
Changes in current assets and current liabilities: | |
Prepaid expenses | (254,940) |
Due to related party | 114,107 |
Accounts payable | (129,181) |
Net cash used in operating activities | (1,391,297) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (276,000,000) |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters' discount | 270,480,000 |
Proceeds from issuance of Private Placement Warrants | 7,520,000 |
Repayment of promissory note to related party | (75,000) |
Payment of offering costs | (328,534) |
Net cash provided by financing activities | 277,596,466 |
Net Change in Cash | 205,169 |
Cash - Beginning of period | 72,550 |
Cash - Ending of period | 277,719 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial value of Class A ordinary shares subject to possible redemption | 276,000,000 |
Initial value of warrant liabilities | 21,177,866 |
Deferred underwriters' discount payable charged to additional paid-in capital | $ 9,660,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Organization and Business Operations | ||
Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Crown Proptech Acquisitions (the “Company”) was incorporated in the Cayman Islands on September 24, 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 (the “Business Combination”). The Company is not limited to a particular industry or geographic region 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 December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the proposed initial public offering (the “Proposed Public Offering”), which is 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 from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 27,600,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 4,533,333 warrants (or 5,013,333 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Crown Proptech Sponsor, LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”), that will close simultaneously with the Proposed Public Offering, which is discussed in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions held in 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-transaction 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”), located in the United States and 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 any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of its issued and 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), calculated as of two business days prior to the completion of the Business Combination. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination 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 at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements 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 Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, 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 any Founder Shares (as defined in Note 4) and Public Shares held by it 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 a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Proposed Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. The Company will have until 24 months from the closing of the Proposed Public Offering to complete a Business Combination (the “Combination Period”). If the Company has not completed complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 Proposed Public Offering, 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). 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 (except for the Company’s the 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 amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for 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. Going Concern Consideration At December 31 | Note 1 — Organization and Business Operations Organization and General Crown Proptech Acquisitions (the “Company”) was incorporated in the Cayman Islands on September 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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. The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“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. Financing The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated the IPO of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $15,710,090 consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee and $530,090 of other offering costs. Of the total transaction costs $780,268 was charged to expense as non-operating expense in the statement of operations with the rest of the offering costs charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares. Trust Account Following the closing of the IPO on February 11, 2021, an amount of $276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity As of September 30, 2021, the Company had cash outside the Trust Account of $277,719 available for working capital needs and working capital of $367,733. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $277,719 outside of the Trust Account as of September 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Furni
Restatement of Previously Furnished Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Furnished Financial Statements | |
Restatement of Previously Furnished Financial Statements | Note 2 — Restatement of Previously Furnished Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report. Impact of the Restatement The impact to the balance sheet as of March 31, 2021 and June 30, 2021 is presented below: As Previously Reported Restatement Adjustment As Restated Unaudited Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021) Class A ordinary shares, $0.0001 par value; stock subject to possible redemption at redemption value ($) $ 252,042,700 $ 23,957,300 $ 276,000,000 Stockholders’ equity (deficit) Class A ordinary shares - $0.0001 par value $ 240 $ (240) $ — Class B ordinary shares - $0.0001 par value 690 — 690 Additional paid-in capital — — — Retained Earnings (Accumulated Deficit) 4,999,077 (23,957,060) (18,957,983) Total stockholders’ equity (deficit) $ 5,000,007 $ (23,957,300) $ (18,957,293) Shares subject to possible redemption 25,204,270 2,395,730 27,600,000 Unaudited Statement of Operations for the three months ended March 31, 2021 Basic and diluted weighted average shares, redeemable shares 15,026,667 — 15,026,667 Basic and diluted net income per share, redeemable shares — 0.44 0.44 Basic and diluted weighted average shares, non-redeemable shares 6,900,000 — 6,900,000 Basic and diluted net income per share, non-redeemable shares $ 1.39 $ (0.96) $ 0.43 Net Income $ 9,611,289 $ — $ 9,611,289 Unaudited Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 16, 2021) Class A ordinary shares, $0.0001 par value; stock subject to possible redemption at redemption value ($) $ 250,570,400 $ 25,429,600 $ 276,000,000 Stockholders’ equity (deficit) Class A ordinary shares - $0.0001 par value $ 255 $ (255) $ — Class B ordinary shares - $0.0001 par value 690 — 690 Additional paid-in-capital — — — Retained Earnings (Accumulated Deficit) 4,999,065 (25,429,345) (20,430,280) Total stockholders’ equity (deficit) $ 5,000,010 $ (25,429,600) $ (20,429,590) Shares subject to possible redemption 25,057,040 2,542,960 27,600,000 Unaudited Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares, redeemable shares 21,348,066 6,251,934 27,600,000 Basic and diluted net income per share, redeemable shares — (0.04) (0.04) Basic and diluted weighted average shares, non-redeemable shares 6,900,000 — 6,900,000 Basic and diluted net income per share, non-redeemable shares $ (0.21) $ 0.17 $ (0.04) Net Income $ (1,472,297) $ — $ (1,472,297) Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted weighted average shares, redeemable shares 25,057,040 (2,542,960) 27,600,000 Basic and diluted net income per share, redeemable shares — 0.29 0.29 Basic and diluted weighted average shares, non-redeemable shares 6,900,000 — 6,900,000 Basic and diluted net income per share, non-redeemable shares $ 1.18 $ (0.90) $ 0.28 Net Income $ 8,138,992 $ — $ 8,138,992 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Significant Accounting Policies | ||
Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering and one year from the date of issuance of these financial statements. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 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 expenses during the reporting periods. 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. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, 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 loss per share is the same as basic loss per share for the period presented. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. | Note 3 — 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 and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 stockholder 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $276,008,112 held in marketable securities. During period January 1, 2021 to September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. 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 Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as 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 stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 27,600,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income (Loss) per Ordinary Shares The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 14,213,333 Class A ordinary shares at $11.50 per share were issued on February 11, 2021. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period. For the three months ended For the nine months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including accretion of temporary equity $ 3,117,308 $ 779,327 $ 9,267,433 $ 2,768,194 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 23,454,945 6,900,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.40 $ 0.40 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $15,710,090 have been charged to stockholders’ equity (consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee and $530,090 of other offering costs). Of the total transaction cost, $780,268 were charged to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its Initial Public Offering (9,200,000) and Private Placement (5,013,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using binomial lattice model at each measurement date. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. Recent Accounting Standards During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares, par value $0.0001 per share one -third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $11.50 per share. |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement Warrants. | |
Private Placement Warrants | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $1.50 per warrant ($7,520,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions | ||
Related Party Transactions | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding The Sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. Private Placement The Sponsor has agreed to purchase 4,533,333 Private Placement Warrants (or 5,013,333 Private Placement Warrants if the over-allotment option is exercised in full) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,800,000 (or $7,520,000 if the over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Promissory Note — Related Party On October 13, 2020, the Company issued 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 is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Proposed Public Offering. As of December 31, 2020, the outstanding balance under the Promissory Note is $75,000. 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 (the “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. The Working Capital Loans would either be repaid upon consummation of a Business Combination 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 $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. To date, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company will enter into an agreement, commencing on the effective date of the Proposed Public Offering, pursuant to which it will pay the Sponsor up to $15,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On February 9, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . The Sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. Promissory Note — Related Party On October 13, 2020, the Company issued 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 is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the IPO. As of September 30, 2021, the Company had repaid the Sponsor note in full. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In addition, In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had not outstanding borrowings under the Working Capital Loans. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments & Contingencies | ||
Commitments & Contingencies | NOTE 5 — COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring the Company to register such securities for resale. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option from the date of the Proposed Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $4,800,000 in the aggregate (or $5,520,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,400,000 in the aggregate (or $9,660,000 in the aggregate if the underwriters’ over- allotment option to purchase additional Units is exercised in full). 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. | Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On February 11, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders' Equity | ||
Stockholders' Equity | NOTE 6 — SHAREHOLDER’S EQUITY Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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 a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of 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 business day after the closing of a 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” in accordance with Section 3(a)(9) of the Securities Act 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 its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● to each warrant holder; and ● if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before we send to the notice of redemption to the warrant holders . If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the 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, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers 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. | Note 8 — Stockholders’ Equity Preference Shares outstanding Class A Ordinary Shares outstanding subject Class B Ordinary Shares outstanding Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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 a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | Note 9 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of 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 Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● to each warrant holder; and ● if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the 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, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company’s management believes the Private Warrants are economically equivalent to the Public warrants. As such, the valuation of the Private Warrants are based on the valuation of the Public Warrants. The fair value of the Private Warrant liability classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets. The following table presents fair value information as of September 30, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Description Assets: Cash held in Trust Account $ 276,008,112 $ — $ — Liabilities: Public Warrants $ (4,692,000) $ — $ — Private Warrants — (2,556,800) — Fair Value of warrants as of September 30, 2021 $ (4,692,000) $ (2,556,800) $ — The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at December 31, 2020 $ — Initial value at February 11, 2021 21,177,866 Change in fair value (10,517,866) Fair Value at March 31, 2021 10,660,000 Reclassification of Private Warrants to Level 2(1) (4,110,933) Reclassification of Public Warrants to Level 1(1) (7,544,000) Change in fair value 994,933 Fair Value at June 30, 2021 — Change in fair value — Fair Value at September 30, 2021 $ — (1) Assumes the warrants were reclassified on June 30, 2021 |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events | ||
Subsequent Events | NOTE 7 — SUBSEQUENT EVENTS On February 8, 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 6,900,000 shares of Class B ordinary shares being issued The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January 15, 2021, the date that the financial statements were available to be issued. Based upon this review, other than disclosed above the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 11 — Subsequent Events On November 10, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Crown PropTech Merger Sub I Corp., a Delaware corporation, Crown PropTech Merger Sub II LLC, a Delaware limited liability company, and Brivo, Inc., a Nevada corporation (“Brivo”). The Business Combination is expected to close in mid-2022, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. All required approvals of the Brivo shareholders have previously been obtained. The Business Combination Agreement provides for, among other things, that the Company’s name will be changed to Brivo, Inc. (“New Brivo”). In connection with the Business Combination, the Company entered on November 10, 2021 into subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors an aggregate of $75,000,000 in principal amount of the convertible notes of New Brivo (the “PIPE Notes”). The PIPE Notes are convertible into New Brivo Class A common stock for aggregate gross proceeds of $75,000,000. The Subscription Agreements provide for certain registration rights. In particular, the Company is required to, no later than 45 calendar days after the closing date, file with the SEC a registration statement registering the resale of the shares of New Brivo Class A Common Stock underlying the PIPE Notes. Additionally, the Company is required to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the registration statement) following the closing date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The registration rights under the Subscription Agreements are separate and distinct from those provided for in the Amended and Restated Registration Rights Agreement. In addition, concurrently with the execution of the Business Combination Agreement (but effective as of the closing of the Business Combination) New Brivo, the Sponsor, Anchor Investor and certain other stockholders and directors and officers of the Company and Brivo entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), which will terminate and replace the existing registration rights agreement among the Company, Sponsor and the Anchor Investor dated February 8, 2021, pursuant to which, among other matters, (i) subject to certain limited exceptions, certain stockholders of the Company and Brivo will be granted certain customary demand and “piggy-back” registration rights with respect to their shares of New Brivo Class A Common Stock, (ii) Sponsor will be subject to a one-year lock up period for its shares of New Brivo Class A Common Stock, which lockup period will terminate early in the event that the closing price of New Brivo Class A Common Stock on the NYSE equals or exceeds $12.00 per share for any 20 Also concurrently with the execution of the Business Combination Agreement, the Sponsor and certain shareholders of the Company that collectively with the Sponsor own 6,210,000 Class B ordinary shares of the Company agreed pursuant to that certain Sponsor Agreement to, among other things, (i) with limited exceptions, vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) waive any adjustment to the conversion ratio set forth in the Company’s amended and restated memorandum and articles of association with respect to all Class B ordinary shares of the Company held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. In addition, the Sponsor has agreed that 2,384,000 of the Company’s Class B ordinary shares of Crown held by the Sponsor as of the date of the Sponsor Agreement will be subject to vesting requirements. On November 30, 2021, the Company entered into a convertible note with Richard Chera the Company’s Chief Executive Officer and Director, pursuant to which Mr. Chera agreed to loan us up to an aggregate principal amount of $1,500,000 (the “ Promissory Note The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering and one year from the date of issuance of these financial statements. | 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 and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 stockholder 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 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 expenses during the reporting periods. 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. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $276,008,112 held in marketable securities. During period January 1, 2021 to September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. | |
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 Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. | |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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 stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 27,600,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Net Income (Loss) per Ordinary Shares | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, 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 loss per share is the same as basic loss per share for the period presented. | Net Income (Loss) per Ordinary Shares The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 14,213,333 Class A ordinary shares at $11.50 per share were issued on February 11, 2021. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period. For the three months ended For the nine months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including accretion of temporary equity $ 3,117,308 $ 779,327 $ 9,267,433 $ 2,768,194 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 23,454,945 6,900,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.40 $ 0.40 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $15,710,090 have been charged to stockholders’ equity (consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee and $530,090 of other offering costs). Of the total transaction cost, $780,268 were charged to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares. | |
Fair Value of Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its Initial Public Offering (9,200,000) and Private Placement (5,013,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using binomial lattice model at each measurement date. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 an exempted Cayman Islands 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, the Company’s tax provision was zero for the period presented. |
Recent Accounting Standards | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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. |
Restatement of Previously Fur_2
Restatement of Previously Furnished Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Furnished Financial Statements | |
Schedule of impact of revision | As Previously Reported Restatement Adjustment As Restated Unaudited Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021) Class A ordinary shares, $0.0001 par value; stock subject to possible redemption at redemption value ($) $ 252,042,700 $ 23,957,300 $ 276,000,000 Stockholders’ equity (deficit) Class A ordinary shares - $0.0001 par value $ 240 $ (240) $ — Class B ordinary shares - $0.0001 par value 690 — 690 Additional paid-in capital — — — Retained Earnings (Accumulated Deficit) 4,999,077 (23,957,060) (18,957,983) Total stockholders’ equity (deficit) $ 5,000,007 $ (23,957,300) $ (18,957,293) Shares subject to possible redemption 25,204,270 2,395,730 27,600,000 Unaudited Statement of Operations for the three months ended March 31, 2021 Basic and diluted weighted average shares, redeemable shares 15,026,667 — 15,026,667 Basic and diluted net income per share, redeemable shares — 0.44 0.44 Basic and diluted weighted average shares, non-redeemable shares 6,900,000 — 6,900,000 Basic and diluted net income per share, non-redeemable shares $ 1.39 $ (0.96) $ 0.43 Net Income $ 9,611,289 $ — $ 9,611,289 Unaudited Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 16, 2021) Class A ordinary shares, $0.0001 par value; stock subject to possible redemption at redemption value ($) $ 250,570,400 $ 25,429,600 $ 276,000,000 Stockholders’ equity (deficit) Class A ordinary shares - $0.0001 par value $ 255 $ (255) $ — Class B ordinary shares - $0.0001 par value 690 — 690 Additional paid-in-capital — — — Retained Earnings (Accumulated Deficit) 4,999,065 (25,429,345) (20,430,280) Total stockholders’ equity (deficit) $ 5,000,010 $ (25,429,600) $ (20,429,590) Shares subject to possible redemption 25,057,040 2,542,960 27,600,000 Unaudited Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares, redeemable shares 21,348,066 6,251,934 27,600,000 Basic and diluted net income per share, redeemable shares — (0.04) (0.04) Basic and diluted weighted average shares, non-redeemable shares 6,900,000 — 6,900,000 Basic and diluted net income per share, non-redeemable shares $ (0.21) $ 0.17 $ (0.04) Net Income $ (1,472,297) $ — $ (1,472,297) Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted weighted average shares, redeemable shares 25,057,040 (2,542,960) 27,600,000 Basic and diluted net income per share, redeemable shares — 0.29 0.29 Basic and diluted weighted average shares, non-redeemable shares 6,900,000 — 6,900,000 Basic and diluted net income per share, non-redeemable shares $ 1.18 $ (0.90) $ 0.28 Net Income $ 8,138,992 $ — $ 8,138,992 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Summary of basic and diluted net income per common share | For the three months ended For the nine months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including accretion of temporary equity $ 3,117,308 $ 779,327 $ 9,267,433 $ 2,768,194 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 23,454,945 6,900,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.40 $ 0.40 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques | Level 1 Level 2 Level 3 Description Assets: Cash held in Trust Account $ 276,008,112 $ — $ — Liabilities: Public Warrants $ (4,692,000) $ — $ — Private Warrants — (2,556,800) — Fair Value of warrants as of September 30, 2021 $ (4,692,000) $ (2,556,800) $ — |
Schedule of reconciliation of changes in the Level 3 fair value | The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at December 31, 2020 $ — Initial value at February 11, 2021 21,177,866 Change in fair value (10,517,866) Fair Value at March 31, 2021 10,660,000 Reclassification of Private Warrants to Level 2(1) (4,110,933) Reclassification of Public Warrants to Level 1(1) (7,544,000) Change in fair value 994,933 Fair Value at June 30, 2021 — Change in fair value — Fair Value at September 30, 2021 $ — (1) Assumes the warrants were reclassified on June 30, 2021 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Feb. 11, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (in shares) | shares | 3,600,000 | ||
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | ||
Underwriting fees | 5,520,000 | ||
Other offering costs | 530,090 | ||
Deferred Offering Costs Non-Current | 9,660,000 | ||
Transaction costs | 15,710,090 | ||
Cash held outside the Trust Account | $ 72,550 | 277,719 | |
Transaction cost reclassified to non-operating expense | $ 780,268 | ||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |
Payments for investment of cash in Trust Account | $ 276,000,000 | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | |
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | |
Redemption limit percentage without prior consent | 15 | 100 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Redemption period upon closure | 24 months | 24 months | |
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Working capital | $ (182,450) | $ 367,733 | |
Consideration received | $ 25,000 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,013,333 | ||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (in shares) | shares | 27,600,000 | 24,000,000 | 27,600,000 |
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 |
Proceeds from issuance initial public offering | $ 276,000,000 | ||
Cash held outside the Trust Account | $ 277,719 | ||
Payments for investment of cash in Trust Account | $ 276,000,000 | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 12 months | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 4,533,333 | ||
Price of warrant | $ / shares | $ 1.50 | ||
Proceeds from issuance of Private Placement Warrants | $ 6,800,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (in shares) | shares | 27,600,000 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,013,333 | ||
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 |
Restatement of Previously Fur_3
Restatement of Previously Furnished Financial Statements (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 23, 2020 |
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Stock holders equity | (16,532,955) | $ (20,429,590) | $ (18,957,293) | $ 19,106 | $ 0 |
Shares not subject to redemption | |||||
Stock holders equity | 5,000,000 | ||||
Maximum | |||||
Permanent equity to maintain stockholders equity | $ 5,000,000 |
Restatement of Previously Fur_4
Restatement of Previously Furnished Financial Statements - Restatement on each financial statement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 23, 2020 | ||
Stockholders' equity (deficit) | ||||||||
Additional paid-in capital | $ 24,310 | |||||||
Retained earnings (Accumulated deficit) | $ (16,533,645) | $ (20,430,280) | $ (18,957,983) | (5,894) | $ (20,430,280) | $ (16,533,645) | ||
Total shareholders' equity | (16,532,955) | $ (20,429,590) | $ (18,957,293) | $ 19,106 | $ (20,429,590) | (16,532,955) | $ 0 | |
Shares subject to possible redemption | 27,600,000 | 27,600,000 | 27,600,000 | |||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 6,000,000 | |||||||
Weighted average shares outstanding, diluted | 6,000,000 | |||||||
Net income per share, basic | $ 0 | |||||||
Net income per share, diluted | $ 0 | |||||||
Net Income | $ 3,896,635 | $ (1,472,297) | $ 9,611,289 | $ (5,894) | $ 8,138,992 | $ 12,035,627 | ||
As Previously Reported | ||||||||
Stockholders' equity (deficit) | ||||||||
Retained earnings (Accumulated deficit) | 4,999,065 | 4,999,077 | 4,999,065 | |||||
Total shareholders' equity | $ 5,000,010 | $ 5,000,007 | $ 5,000,010 | |||||
Shares subject to possible redemption | 25,057,040 | 25,204,270 | 25,057,040 | |||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Net Income | $ (1,472,297) | $ 9,611,289 | $ 8,138,992 | |||||
Adjustment | ||||||||
Stockholders' equity (deficit) | ||||||||
Retained earnings (Accumulated deficit) | (25,429,345) | (23,957,060) | (25,429,345) | |||||
Total shareholders' equity | $ (25,429,600) | $ (23,957,300) | $ (25,429,600) | |||||
Shares subject to possible redemption | 2,542,960 | 2,395,730 | 2,542,960 | |||||
Class A ordinary shares | ||||||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 27,600,000 | 23,454,945 | ||||||
Weighted average shares outstanding, diluted | 27,600,000 | 23,454,945 | ||||||
Net income per share, basic | $ 0.11 | $ 0.40 | ||||||
Net income per share, diluted | $ 0.11 | $ 0.40 | ||||||
Class A ordinary shares | As Previously Reported | ||||||||
Stockholders' equity (deficit) | ||||||||
Common stock | $ 255 | $ 240 | $ 255 | |||||
Class A ordinary shares | Adjustment | ||||||||
Stockholders' equity (deficit) | ||||||||
Common stock | (255) | (240) | (255) | |||||
Class A Common Stock Subject to Redemption | ||||||||
CONDENSED BALANCE SHEET | ||||||||
Shares Subject to Redemption | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | |||
Stockholders' equity (deficit) | ||||||||
Shares subject to possible redemption | 27,600,000 | 27,600,000 | ||||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 27,600,000 | 27,600,000 | 15,026,667 | 27,600,000 | 23,454,945 | |||
Weighted average shares outstanding, diluted | 27,600,000 | 27,600,000 | 15,026,667 | 21,348,066 | 23,454,945 | |||
Net income per share, basic | $ 0.11 | $ (0.04) | $ 0.44 | $ 0.29 | $ 0.40 | |||
Net income per share, diluted | $ 0.11 | $ (0.04) | $ 0.44 | $ 0.29 | $ 0.40 | |||
Class A Common Stock Subject to Redemption | As Previously Reported | ||||||||
CONDENSED BALANCE SHEET | ||||||||
Shares Subject to Redemption | $ 250,570,400 | $ 252,042,700 | $ 250,570,400 | |||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 21,348,066 | 15,026,667 | 25,057,040 | |||||
Weighted average shares outstanding, diluted | 21,348,066 | 15,026,667 | 27,600,000 | |||||
Class A Common Stock Subject to Redemption | Adjustment | ||||||||
CONDENSED BALANCE SHEET | ||||||||
Shares Subject to Redemption | $ 25,429,600 | $ 23,957,300 | $ 25,429,600 | |||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 6,251,934 | (2,542,960) | ||||||
Weighted average shares outstanding, diluted | 6,251,934 | (6,251,934) | ||||||
Net income per share, basic | $ (0.04) | $ 0.44 | $ 0.29 | |||||
Net income per share, diluted | $ (0.04) | $ 0.44 | $ 0.29 | |||||
Class A Common Stock Not Subject to Redemption | ||||||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||
Net income per share, basic | $ 0.11 | $ (0.04) | $ 0.43 | $ 0.28 | $ 0.40 | |||
Net income per share, diluted | $ 0.11 | $ (0.04) | $ 0.43 | $ 0.28 | $ 0.40 | |||
Class A Common Stock Not Subject to Redemption | As Previously Reported | ||||||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Net income per share, basic | $ (0.21) | $ 1.39 | $ 1.18 | |||||
Net income per share, diluted | (0.21) | 1.39 | 1.18 | |||||
Class A Common Stock Not Subject to Redemption | Adjustment | ||||||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Net income per share, basic | 0.17 | (0.96) | (0.90) | |||||
Net income per share, diluted | $ 0.17 | $ (0.96) | $ (0.90) | |||||
Class B Common Stock | ||||||||
Stockholders' equity (deficit) | ||||||||
Common stock | $ 690 | $ 690 | $ 690 | $ 690 | [1] | $ 690 | $ 690 | |
Shares subject to possible redemption | 900,000 | |||||||
CONDENSED STATEMENT OF OPERATIONS | ||||||||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 | ||||||
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 | ||||||
Net income per share, basic | $ 0.11 | $ 0.40 | ||||||
Net income per share, diluted | $ 0.11 | $ 0.40 | ||||||
Class B Common Stock | As Previously Reported | ||||||||
Stockholders' equity (deficit) | ||||||||
Common stock | $ 690 | $ 690 | $ 690 | |||||
[1] | Includes an aggregate of up to 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Notes 4 and 7). |
Restatement of Previously Fur_5
Restatement of Previously Furnished Financial Statements - Restatement on each financial statement (Parenthetical) (Details) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Class A ordinary shares | ||||
CONDENSED BALANCE SHEET | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A Common Stock Subject to Redemption | ||||
CONDENSED BALANCE SHEET | ||||
Temporary shares, par value, (per share) | 0.0001 | 0.0001 | ||
Class B Common Stock | ||||
CONDENSED BALANCE SHEET | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Feb. 11, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash equivalents held in trust account | $ 276,008,112 | ||||
Federal Depository Insurance Coverage | 250,000 | ||||
Temporary equity, shares outstanding | 27,600,000 | 27,600,000 | |||
Transaction costs | 15,710,090 | ||||
Underwriting fees | 5,520,000 | ||||
Deferred underwriting fee payable | 9,660,000 | ||||
Other offering costs | 530,090 | ||||
Transaction cost reclassified to non-operating expense | $ 780,268 | ||||
Unrecognized tax benefits | $ 0 | ||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | |||||
Number of warrants in a unit | 14,213,333 | ||||
Public Warrants | |||||
Number of warrants in a unit | (9,200,000) | ||||
Private Placement Warrants | |||||
Number of warrants in a unit | (5,013,333) | ||||
Class B Common Stock | |||||
Temporary equity, shares outstanding | 900,000 | ||||
Class A ordinary shares | |||||
Anti-dilutive securities attributable to warrants (in shares) | 14,213,333 | ||||
Price per share | $ 11.50 | $ 9.20 | $ 9.20 | ||
Class A Common Stock Subject to Redemption | |||||
Temporary equity, shares outstanding | 27,600,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Weighted average shares outstanding, basic | 6,000,000 | ||
Weighted average shares outstanding, diluted | 6,000,000 | ||
Net income per share, basic | $ 0 | ||
Net income per share, diluted | $ 0 | ||
Class A ordinary shares | |||
Allocation of net income including accretion of temporary equity | $ 3,117,308 | $ 9,267,433 | |
Weighted average shares outstanding, basic | 27,600,000 | 23,454,945 | |
Weighted average shares outstanding, diluted | 27,600,000 | 23,454,945 | |
Net income per share, basic | $ 0.11 | $ 0.40 | |
Net income per share, diluted | $ 0.11 | $ 0.40 | |
Class B Common Stock | |||
Allocation of net income including accretion of temporary equity | $ 779,327 | $ 2,768,194 | |
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 | |
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 | |
Net income per share, basic | $ 0.11 | $ 0.40 | |
Net income per share, diluted | $ 0.11 | $ 0.40 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Feb. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 3,600,000 | ||||
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | (9,200,000) | ||||
Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 27,600,000 | 24,000,000 | 27,600,000 | ||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | ||
IPO | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | 0.33 | 0.33 | |||
IPO | Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares in a unit | 1 | 1 | |||
Common shares, par value, (per share) | $ 0.0001 | ||||
IPO | Class A ordinary shares | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | 1 | ||||
Number of shares issuable per warrant | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 27,600,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 7,520,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,013,333 | |
Price of warrants | $ 1.50 | $ 1.50 |
Aggregate purchase price | $ 7,520,000 | |
Exercise price of warrant | $ 11.50 | |
Private Placement Warrants | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price of warrants | $ 11.50 | |
Number of shares per warrant | 1 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,013,333 | |
Aggregate purchase price | $ 7,520,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 4,533,333 | |
Price of warrants | $ 1.50 | |
Aggregate purchase price | $ 6,800,000 | |
Number of shares per warrant | 1 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) | Nov. 10, 2021shares | Feb. 09, 2021shares | Feb. 08, 2021shares | Oct. 13, 2020USD ($)D$ / sharesshares | Dec. 31, 2020USD ($)shares | Sep. 30, 2021shares | |
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||
Class A ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares issued (in shares) | 0 | 0 | |||||
Common shares, shares outstanding (in shares) | 0 | 0 | |||||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Share dividend | 0.2 | ||||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 6,210,000 | ||||||
Founder shares | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Share dividend | 0.2 | 0.2 | |||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | |||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | |||||
Founder shares | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Founder shares | Sponsor | Class A ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder shares | Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 5,750,000 | ||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
[1] | Includes an aggregate of up to 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On February 8, 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 6,900,000 shares of Class B ordinary shares being issued and outstanding . All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Notes 4 and 7). |
Related Party Transactions - _3
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Oct. 13, 2020 | |
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | $ 75,000 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Outstanding balance of related party note | $ 0 | 0 | |
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |
Price of warrant | $ 1.50 | $ 1.50 | |
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | $ 75,000 | ||
Promissory Note with Related Party | Sponsor | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Administrative Support Agreement | Sponsor | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 15,000 | $ 15,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Feb. 11, 2021 | Dec. 31, 2020 |
Commitments & Contingencies | ||
Underwriting cash discount per unit | $ 0.20 | $ 0.20 |
Aggregate deferred underwriting fee payable | $ 5,520,000 | $ 4,800,000 |
Deferred fee per unit | $ 0.35 | $ 0.35 |
Underwriter cash discount | $ 9,660,000 | |
Aggregate underwriter cash discount | $ 8,400,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | Feb. 08, 2021shares | |
Class of Stock [Line Items] | |||||
Common shares, votes per share | Vote | 1 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 27,600,000 | |||
Class A ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Ratio to be applied to the stock in the conversion | 1 | ||||
Aggregated shares issued upon converted basis (in percent) | 20.00% | 20.00% | |||
Class A Common Stock Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 900,000 | ||||
Aggregated shares issued upon converted basis (in percent) | 20.00% |
Warrants (Details)
Warrants (Details) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020USD ($)D$ / shares | Sep. 30, 2021D$ / shares | Feb. 11, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |||
Threshold maximum period for filing registration statement after business combination | 15 days | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number Of warrants, Outstanding | $ | $ 0 | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |
Public Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |
Threshold maximum period for filing registration statement after business combination | 5 years | ||
Public Warrants expiration term | 5 years | ||
Trading days determining volume weighted average price | 20 days | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold business days before sending notice of redemption to warrant holders | D | 3 | ||
Aggregate gross proceeds as percentage of total equity proceeds | 60.00% | 60.00% | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | $ 18 | |
Threshold trading days for redemption of public warrants | D | 20 | 20 | |
Threshold business days before sending notice of redemption to warrant holders | D | 30 | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | D | 30 | ||
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10 | $ 10 | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | 100.00% | |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | |
Class A ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Price per share | $ / shares | $ 9.20 | $ 9.20 | $ 11.50 |
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | D | 20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Assets: | |
Cash held in Trust account | $ 276,008,112 |
Liabilities: | |
Warrants | (7,248,800) |
Level 1 | Recurring | |
Assets: | |
Cash held in Trust account | 276,008,112 |
Liabilities: | |
Fair Value of warrants as of September 30, 2021 | (4,692,000) |
Level 1 | Recurring | Public Warrants | |
Liabilities: | |
Warrants | (4,692,000) |
Level 2 | Recurring | |
Liabilities: | |
Fair Value of warrants as of September 30, 2021 | (2,556,800) |
Level 2 | Recurring | Private Placement Warrants | |
Liabilities: | |
Warrants | $ (2,556,800) |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, Beginning balance | $ 10,660,000 | ||
Initial value at February 11, 2021 | 21,177,866 | ||
Change in fair value | 994,933 | (10,517,866) | |
Fair Value, Ending balance | $ 10,660,000 | ||
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Reclassification of Warrants | (4,110,933) | ||
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Reclassification of Warrants | $ (7,544,000) |
Subsequent Events (Details)_2
Subsequent Events (Details) - USD ($) | Nov. 30, 2021 | Nov. 10, 2021 | Dec. 31, 2020 | Dec. 21, 2021 | Sep. 30, 2021 | Feb. 11, 2021 |
Subsequent Events | ||||||
Threshold maximum period for filing registration statement after business combination | 15 days | |||||
Class A ordinary shares | ||||||
Subsequent Events | ||||||
Price per share | $ 9.20 | $ 9.20 | $ 11.50 | |||
New Brivo | Class A ordinary shares | ||||||
Subsequent Events | ||||||
Lock in period for shares issued under Business Combination Agreement | 270 days | |||||
Sponsor | Class B Common Stock | ||||||
Subsequent Events | ||||||
Issuance of Class B common stock to Sponsors (in shares) | 6,210,000 | |||||
Number shares subject to vesting requirements (in shares) | 2,384,000 | |||||
Sponsor | New Brivo | Class A ordinary shares | ||||||
Subsequent Events | ||||||
Lock in period for shares issued under Business Combination Agreement | 1 year | |||||
Price per share | $ 12 | |||||
Threshold trading days to terminate lock in period of shares issued under Business Combination Agreement | 20 days | |||||
Threshold number of specified consecutive trading days considered to terminate lock in period for shares issued under Business Combination Agreement | 30 days | |||||
Threshold Period For Termination of Lock in Period After Closing of Business Combination | 150 days | |||||
Subscription Agreements | ||||||
Subsequent Events | ||||||
Threshold maximum period for filing registration statement after business combination | 45 days | |||||
Maximum threshold period for registration statement to become effective after business combination | 60 days | |||||
Maximum threshold period, from the date SEC notifies review not required, for registration statement to become effective after Business Combination | 10 days | |||||
PIPE | ||||||
Subsequent Events | ||||||
Maximum threshold period for registration statement to become effective after business combination if SEC reviews registration statement | 90 days | |||||
PIPE | Subscription Agreements | New Brivo | ||||||
Subsequent Events | ||||||
Principal amount of the convertible notes of New Brivo | $ 75,000,000 | |||||
PIPE | Subscription Agreements | New Brivo | Class A ordinary shares | ||||||
Subsequent Events | ||||||
Proceeds from conversion of PIPE Notes into New Brivo Class A common stock | $ 75,000,000 | |||||
Promissory Note | Richard Chera | ||||||
Subsequent Events | ||||||
Aggregate principal amount of loan from related party | $ 1,500,000 | |||||
Period within which promissory note becomes due | 12 months | |||||
Maximum amount of promissory notes convertible into warrants | $ 1,500,000 | |||||
Price of warrants | $ 1.50 | |||||
Promissory note, outstanding balance | $ 100,000 |