Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | FRAZIER LIFESCIENCES ACQUISITION CORPORATION | |
Entity Central Index Key | 0001828326 | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-39765 | |
Entity Tax Identification Number | 98-1562203 | |
Entity Address, Address Line One | Two Union Square | |
Entity Address, Address Line Two | 601 Union St., Suite 3200 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 621-7200 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | FLAC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to Frazier Lifesciences Acquisition Corporation, unless the context otherwise indicates. This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (“Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Frazier Lifesciences Acquisition Corporation as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 9, 2021 (the “Original Filing”). The Original Filing included a section within Note 2, Revision to Previously Reported Financial Statements (“Note 2”), that described a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued in the Company’s initial public offering (“IPO”) on December 11, 2020, and a revision to its presentation of earnings per share. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. Previously, the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Original Filing. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on January 25, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 9, 2021; and (iii) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Original Filing (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and restate earnings per shares and should no longer be relied upon. As such, the Company is restating the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021 in this Amendment No. 1 to the Quarterly Report on Form 10-Q/A. The Company determined that none of the above changes had any impact on its previously reported total assets, results of operations or cash flows or on its cash position and cash held in the trust account established in connection with the IPO. After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I to in this Amendment No. 1 to the Quarterly Report on Form 10-Q/A. | |
Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share | |
Trading Symbol | FLACU | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | FLACW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,301,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,450,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 635,591 | $ 1,365,094 |
Prepaid expenses | 330,833 | 503,683 |
Total current assets | 966,424 | 1,868,777 |
Investments held in Trust Account | 138,014,093 | 138,000,851 |
Total Assets | 138,980,517 | 139,869,628 |
Current liabilities | ||
Accounts payable | 45,043 | 162,478 |
Accrued expenses | 198,432 | 74,043 |
Due to related party | 2,400 | |
Total current liabilities | 245,875 | 236,521 |
Deferred underwriting commissions | 4,830,000 | 4,830,000 |
Derivative warrant liabilities | 3,193,890 | 7,341,180 |
Total liabilities | 8,269,765 | 12,407,701 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 13,800,000 shares at $10.00 per share redemption value at September 30, 2021 and December 31, 2020 | 138,000,000 | 138,000,000 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2021 and December 31, 2020 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (7,289,643) | (10,538,468) |
Total shareholders' deficit | (7,289,248) | (10,538,073) |
Total liabilities, Class A ordinary share subject to possible redemption and shareholders' deficit | 138,980,517 | 139,869,628 |
Common Class A [Member] | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 13,800,000 shares at $10.00 per share redemption value at September 30, 2021 and December 31, 2020 | 138,000,000 | |
Shareholders' Equity | ||
Common Stock | 50 | 50 |
Common Class B [Member] | ||
Shareholders' Equity | ||
Common Stock | $ 345 | $ 345 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 08, 2020 | Dec. 07, 2020 | Oct. 07, 2020 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0 | ||
Temporary equity shares outstanding | 13,800,000 | 13,800,000 | |||
Temporary equity redemption price per share | $ 10 | $ 10 | |||
Preferred stock par or stated 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 | |||
Common Class A [Member] | |||||
Temporary equity par or stated value per share | $ 0.0001 | ||||
Temporary equity shares outstanding | 13,800,000 | 13,800,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 479,000,000 | 479,000,000 | |||
Common stock shares issued | 501,000 | 501,000 | |||
Common stock shares outstanding | 501,000 | 501,000 | |||
Common Class B [Member] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 20,000,000 | 20,000,000 | |||
Common stock shares issued | 3,450,000 | 3,450,000 | 2,875,000 | ||
Common stock shares outstanding | 3,450,000 | 3,450,000 | 3,450,000 | 2,875,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 339,227 | $ 821,707 |
Administrative expenses - related party | 30,000 | 90,000 |
Loss from operations | (369,227) | (911,707) |
Other income | ||
Interest income from investments held in Trust Account | 1,776 | 13,242 |
Change in fair value of derivative warrant liabilities | 2,097,480 | 4,147,290 |
Net income | $ 1,730,029 | $ 3,248,825 |
Common Class A [Member] | ||
Other income | ||
Weighted average shares outstanding, basic and diluted | 14,301,000 | 14,301,000 |
Basic and diluted net income per share | $ 0.10 | $ 0.18 |
Common Class B [Member] | ||
Other income | ||
Weighted average shares outstanding, basic and diluted | 3,450,000 | 3,450,000 |
Basic and diluted net income per share | $ 0.10 | $ 0.18 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) | Total | Ordinary Shares [Member]Common Class A [Member] | Ordinary Shares [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (10,538,073) | $ 50 | $ 345 | $ 0 | $ (10,538,468) |
Beginning balance, Shares at Dec. 31, 2020 | 501,000 | 3,450,000 | |||
Net income (loss) | 2,818,086 | 2,818,086 | |||
Ending balance at Mar. 31, 2021 | (7,719,987) | $ 50 | $ 345 | 0 | (7,720,382) |
Ending balance, Shares at Mar. 31, 2021 | 501,000 | 3,450,000 | |||
Beginning balance at Dec. 31, 2020 | (10,538,073) | $ 50 | $ 345 | 0 | (10,538,468) |
Beginning balance, Shares at Dec. 31, 2020 | 501,000 | 3,450,000 | |||
Ending balance at Jun. 30, 2021 | (9,019,277) | $ 50 | $ 345 | 0 | (9,019,672) |
Ending balance, Shares at Jun. 30, 2021 | 501,000 | 3,450,000 | |||
Beginning balance at Dec. 31, 2020 | (10,538,073) | $ 50 | $ 345 | 0 | (10,538,468) |
Beginning balance, Shares at Dec. 31, 2020 | 501,000 | 3,450,000 | |||
Net income (loss) | 3,248,825 | ||||
Ending balance at Sep. 30, 2021 | (7,289,248) | $ 50 | $ 345 | 0 | (7,289,643) |
Ending balance, Shares at Sep. 30, 2021 | 501,000 | 3,450,000 | |||
Beginning balance at Mar. 31, 2021 | (7,719,987) | $ 50 | $ 345 | 0 | (7,720,382) |
Beginning balance, Shares at Mar. 31, 2021 | 501,000 | 3,450,000 | |||
Net income (loss) | (1,299,290) | (1,299,290) | |||
Ending balance at Jun. 30, 2021 | (9,019,277) | $ 50 | $ 345 | 0 | (9,019,672) |
Ending balance, Shares at Jun. 30, 2021 | 501,000 | 3,450,000 | |||
Net income (loss) | 1,730,029 | 1,730,029 | |||
Ending balance at Sep. 30, 2021 | $ (7,289,248) | $ 50 | $ 345 | $ 0 | $ (7,289,643) |
Ending balance, Shares at Sep. 30, 2021 | 501,000 | 3,450,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | |||
Net income | $ 1,730,029 | $ 2,818,086 | $ 3,248,825 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest income from investments held in Trust Account | (1,776) | (13,242) | |
Change in fair value of derivative warrant liabilities | (2,097,480) | (4,147,290) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 172,850 | ||
Accounts payable | (117,435) | ||
Accrued expenses | 124,389 | ||
Due to related party | 2,400 | ||
Net cash used in operating activities | (729,503) | ||
Net change in cash | (729,503) | ||
Cash - beginning of the period | $ 1,365,094 | 1,365,094 | |
Cash - end of the period | $ 635,591 | $ 635,591 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 - Description of Organization, Business Operations and Basis of Presentation Organization and General Frazier Lifesciences Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from October 7, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and after the Initial Public Offering, the search for a target business. 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 The Company’s Sponsor is Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”). The registration commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 501,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $5.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $138.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business 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, or the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 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 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 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC Topic 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by 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 the Amended and Restated Memorandum and Articles of Association which was adopted by the Company at the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a 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. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the “Private Placement Shares”) underlying the Private Placement Units and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers or directors agreed not to propose 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 the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 11, 2022, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $636,000 in its operating bank account, and working capital of approximately $721,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $83,000 from the Sponsor under the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on December 14, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide outstanding Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amendment No. 2 to the Annual Report on Form 10-K/A January 31 , 2022. Restatement of Previously Reported Financial Statements (as restated) In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity and restate its presentation of earnings per share. In accordance with ASC 480, paragraph 10-S99, There is no impact to the reported amounts for total assets, total liabilities, cash flows, or 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 corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present (i) all Class A ordinary shares subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and (iii) to correct its earnings per share calculation. As such, the Company is reporting these restatements to those Affected Quarterly Periods in this quarterly report. Impact of the Restatement The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 139,643,648 $ — $ 139,643,648 Total liabilities $ 9,363,635 $ — $ 9,363,635 Class A ordinary shares subject to redemption at $10.00 per share $ 125,280,010 $ 12,719,990 $ 138,000,000 Preference shares — — — Class A ordinary shares 177 (127 ) 50 Class B ordinary shares 345 — 345 Additional paid-in capital 2,139,942 (2,139,942 ) — Retained earnings (Accumulated deficit) 2,859,539 (10,579,921 ) (7,720,382 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (12,719,990 ) $ (7,719,987 ) Total Liabilities, Class A Ordinary Shares Subject to Possible $ 139,643,648 $ — $ 139,643,648 Shares of Class A ordinary shares subject to redemption 12,528,001 1,271,999 13,800,000 Shares of Class A ordinary shares 1,271,999 (1,271,999 ) — The Company’s unaudited condensed statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three months ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 2,818,090 $ (2,818,090 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 139,219,635 $ — $ 139,219,635 Total liabilities $ 10,238,912 $ — $ 10,238,912 Class A ordinary shares subject to redemption at $10.00 per share $ 123,980,720 $ 14,019,280 $ 138,000,000 Preference shares — — — Class A ordinary shares 190 (140 ) 50 Class B ordinary shares 345 — 345 Additional paid-in capital 3,439,219 (3,439,219 ) — Retained earnings (Accumulated deficit) 1,560,249 (10,579,921 ) (9,019,672 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (14,019,280 ) $ (9,019,277 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 139,219,635 $ — $ 139,219,635 Shares of Class A ordinary shares subject to redemption 12,398,072 1,401,928 13,800,000 Shares of Class A ordinary shares 1,401,928 (1,401,928 ) — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 1,518,800 $ (1,518,800 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Net income $ 2,818,086 $ — $ 2,818,086 Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ 0.16 $ 0.16 Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted earnings per share - Class B ordinary shares $ 0.71 $ (0.55 ) $ 0.16 Loss Per Share As Reported Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Net loss $ (1,299,290 ) $ — $ (1,299,290 ) Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted loss per share - Class A ordinary shares $ 0.00 $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted loss per share - Class B ordinary shares $ (0.33 ) $ 0.26 $ (0.07 ) Earnings Per Share As Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Net income $ 1,518,796 $ — $ 1,518,796 Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ 0.08 $ 0.09 Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted earnings per share - Class B ordinary shares $ 0.38 $ (0.29 ) $ 0.09 Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the Jumpstart our Business Startups Act of 2021 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated Public were Derivative Warrant The Company does not use derivative e pursuant and 815-15 815-15”). The warrants issued in connection with the Initial Public 815-40”). re-measurement 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. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 13,800,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 4,767,000 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income 1,393,789 336,240 2,617,399 631,426 Denominator: Basic and 14,301,000 3,450,000 14,301,000 3,450,000 Basic and diluted net loss per ordinary share $ 0.10 $ 0.10 $ 0.18 $ 0.18 Recent Issued Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, 470-20) 815-40): The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On December 11, 2020, the Company consummated its Initial Public Offering of 13,800,000 Units, including 1,800,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $138.0 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-third of one Public Warrant. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of 7 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 501,000 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $5.0 million. Each Private Placement Unit consists of one Class A ordinary share and one-third non-redeemable 7 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On October 7, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 2,875,000 Class B ordinary shares (the “Founder Shares”). On November 20, 2020, the Sponsor transferred 30,000 Founder Shares to each of the directors other than the Chairman. On December 8, 2020, the Company effected a share sub-division, sub-division. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Related Party Loans On October 7, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit. The private placement units would be identical to the public units sold, subject to certain limited exceptions as described in this Amendment No. 1 to the Quarterly Report on Form 10-Q/A. 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. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. During the three and nine months ended September 30, 2021, the Company paid approximately $30,000 and $90,000 for expenses in connection with the Administrative Services Agreement, respectively. As of September 30, 2021 and December 31, 2020, there was approximately $7,000 in accrued expenses in connection with such agreement on the accompanying condensed balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters will be entitled to an underwriting discount of $0.20 per unit, or approximately $2.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $4.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject To Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject To Possible Redemption | Note 7 – Class A Ordinary Shares Subject To Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside o f 13,800,000 Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 138,000,000 Less: Fair value of Public Warrants at issuance (7,682,000 ) Offering costs allocated to Class A common stock subject to possible redemption (7,653,636 ) Plus: Accretion on Class A common stock subject to possible redemption amount 15,335,636 Class A common stock subject to possible redemption $ 138,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 8 - Derivative Warrant Liabilities As of September 30, 2021 and December 31, 2020, the Company has 4,600,000 and 167,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 d a The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sales price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: After the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and th e |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 9 Preference Shares Class A Ordinary Shares Class B Ordinary Shares sub-division, sub-division. two-thirds The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted sum or deemed issued or issuable upon conversion or exercise of any equity-linked securities one-to-one. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2021 Description Quoted Prices in (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account $ 138,014,093 $ — $ — Liabilities: Derivative warrant liabilities $ 3,082,000 $ 111,890 $ — December 31, 2020 Description Quoted Prices in (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 138,000,851 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 7,341,180 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants of $7,084,000 transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Warrants of $257,180 was transferred from a Level 3 measurement to a Level 2 fair value measurement as of January 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. There were no level 3 measurement inputs used in the three and nine months ended September 30, 2021. The change in the fair value of the derivative warrant liabilities for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 7,341,180 Transfer of Public Warrants to level 1 (7,084,000 ) Transfer of Private Warrant to level 2 (257,180 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at March 31, 2021 — Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at June 30, 2021 — Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at September 30, 2021 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Based upon this review, except with respect to the restatements described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in th e |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amendment No. 2 to the Annual Report on Form 10-K/A January 31 , 2022. |
Restatement of Previously Reported Financial Statements (as restated) | Restatement of Previously Reported Financial Statements (as restated) In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity and restate its presentation of earnings per share. In accordance with ASC 480, paragraph 10-S99, There is no impact to the reported amounts for total assets, total liabilities, cash flows, or 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 corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present (i) all Class A ordinary shares subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and (iii) to correct its earnings per share calculation. As such, the Company is reporting these restatements to those Affected Quarterly Periods in this quarterly report. Impact of the Restatement The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 139,643,648 $ — $ 139,643,648 Total liabilities $ 9,363,635 $ — $ 9,363,635 Class A ordinary shares subject to redemption at $10.00 per share $ 125,280,010 $ 12,719,990 $ 138,000,000 Preference shares — — — Class A ordinary shares 177 (127 ) 50 Class B ordinary shares 345 — 345 Additional paid-in capital 2,139,942 (2,139,942 ) — Retained earnings (Accumulated deficit) 2,859,539 (10,579,921 ) (7,720,382 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (12,719,990 ) $ (7,719,987 ) Total Liabilities, Class A Ordinary Shares Subject to Possible $ 139,643,648 $ — $ 139,643,648 Shares of Class A ordinary shares subject to redemption 12,528,001 1,271,999 13,800,000 Shares of Class A ordinary shares 1,271,999 (1,271,999 ) — The Company’s unaudited condensed statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three months ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 2,818,090 $ (2,818,090 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 139,219,635 $ — $ 139,219,635 Total liabilities $ 10,238,912 $ — $ 10,238,912 Class A ordinary shares subject to redemption at $10.00 per share $ 123,980,720 $ 14,019,280 $ 138,000,000 Preference shares — — — Class A ordinary shares 190 (140 ) 50 Class B ordinary shares 345 — 345 Additional paid-in capital 3,439,219 (3,439,219 ) — Retained earnings (Accumulated deficit) 1,560,249 (10,579,921 ) (9,019,672 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (14,019,280 ) $ (9,019,277 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 139,219,635 $ — $ 139,219,635 Shares of Class A ordinary shares subject to redemption 12,398,072 1,401,928 13,800,000 Shares of Class A ordinary shares 1,401,928 (1,401,928 ) — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 1,518,800 $ (1,518,800 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Net income $ 2,818,086 $ — $ 2,818,086 Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ 0.16 $ 0.16 Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted earnings per share - Class B ordinary shares $ 0.71 $ (0.55 ) $ 0.16 Loss Per Share As Reported Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Net loss $ (1,299,290 ) $ — $ (1,299,290 ) Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted loss per share - Class A ordinary shares $ 0.00 $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted loss per share - Class B ordinary shares $ (0.33 ) $ 0.26 $ (0.07 ) Earnings Per Share As Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Net income $ 1,518,796 $ — $ 1,518,796 Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ 0.08 $ 0.09 Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted earnings per share - Class B ordinary shares $ 0.38 $ (0.29 ) $ 0.09 |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the Jumpstart our Business Startups Act of 2021 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated Public were |
Derivative Warrant Liabilities | Derivative Warrant The Company does not use derivative e pursuant and 815-15 815-15”). The warrants issued in connection with the Initial Public 815-40”). re-measurement |
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. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 13,800,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 4,767,000 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income 1,393,789 336,240 2,617,399 631,426 Denominator: Basic and 14,301,000 3,450,000 14,301,000 3,450,000 Basic and diluted net loss per ordinary share $ 0.10 $ 0.10 $ 0.18 $ 0.18 |
Recent Issued Accounting Standards | Recent Issued Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, 470-20) 815-40): The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary Of impact of the restatement on the financial statements for the Affected Quarterly Periods | The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 139,643,648 $ — $ 139,643,648 Total liabilities $ 9,363,635 $ — $ 9,363,635 Class A ordinary shares subject to redemption at $10.00 per share $ 125,280,010 $ 12,719,990 $ 138,000,000 Preference shares — — — Class A ordinary shares 177 (127 ) 50 Class B ordinary shares 345 — 345 Additional paid-in capital 2,139,942 (2,139,942 ) — Retained earnings (Accumulated deficit) 2,859,539 (10,579,921 ) (7,720,382 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (12,719,990 ) $ (7,719,987 ) Total Liabilities, Class A Ordinary Shares Subject to Possible $ 139,643,648 $ — $ 139,643,648 Shares of Class A ordinary shares subject to redemption 12,528,001 1,271,999 13,800,000 Shares of Class A ordinary shares 1,271,999 (1,271,999 ) — The Company’s unaudited condensed statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three months ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 2,818,090 $ (2,818,090 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 139,219,635 $ — $ 139,219,635 Total liabilities $ 10,238,912 $ — $ 10,238,912 Class A ordinary shares subject to redemption at $10.00 per share $ 123,980,720 $ 14,019,280 $ 138,000,000 Preference shares — — — Class A ordinary shares 190 (140 ) 50 Class B ordinary shares 345 — 345 Additional paid-in capital 3,439,219 (3,439,219 ) — Retained earnings (Accumulated deficit) 1,560,249 (10,579,921 ) (9,019,672 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (14,019,280 ) $ (9,019,277 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 139,219,635 $ — $ 139,219,635 Shares of Class A ordinary shares subject to redemption 12,398,072 1,401,928 13,800,000 Shares of Class A ordinary shares 1,401,928 (1,401,928 ) — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 1,518,800 $ (1,518,800 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Net income $ 2,818,086 $ — $ 2,818,086 Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ 0.16 $ 0.16 Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted earnings per share - Class B ordinary shares $ 0.71 $ (0.55 ) $ 0.16 Loss Per Share As Reported Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Net loss $ (1,299,290 ) $ — $ (1,299,290 ) Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted loss per share - Class A ordinary shares $ 0.00 $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted loss per share - Class B ordinary shares $ (0.33 ) $ 0.26 $ (0.07 ) Earnings Per Share As Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Net income $ 1,518,796 $ — $ 1,518,796 Weighted average shares outstanding - Class A ordinary shares 13,800,000 501,000 14,301,000 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ 0.08 $ 0.09 Weighted average shares outstanding - Class B ordinary shares 3,951,000 (501,000 ) 3,450,000 Basic and diluted earnings per share - Class B ordinary shares $ 0.38 $ (0.29 ) $ 0.09 |
Summary of Basic and Diluted Net Income Per Share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income 1,393,789 336,240 2,617,399 631,426 Denominator: Basic and 14,301,000 3,450,000 14,301,000 3,450,000 Basic and diluted net loss per ordinary share $ 0.10 $ 0.10 $ 0.18 $ 0.18 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject To Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 138,000,000 Less: Fair value of Public Warrants at issuance (7,682,000 ) Offering costs allocated to Class A common stock subject to possible redemption (7,653,636 ) Plus: Accretion on Class A common stock subject to possible redemption amount 15,335,636 Class A common stock subject to possible redemption $ 138,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of quantitative information regarding fair value measurements | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2021 Description Quoted Prices in (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account $ 138,014,093 $ — $ — Liabilities: Derivative warrant liabilities $ 3,082,000 $ 111,890 $ — December 31, 2020 Description Quoted Prices in (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 138,000,851 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 7,341,180 |
Summary of changes in fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 7,341,180 Transfer of Public Warrants to level 1 (7,084,000 ) Transfer of Private Warrant to level 2 (257,180 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at March 31, 2021 — Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at June 30, 2021 — Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at September 30, 2021 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offer | $ 138,000,000 | ||
Adjustments to additional paid in capital stock issuance costs | 8,100,000 | ||
Deferred underwriting commissions | $ 4,800,000 | $ 4,830,000 | $ 4,830,000 |
Proceeds from private placement | 5,000,000 | ||
Payment to acquire restricted investments | $ 138,000,000 | ||
Restricted investment value per share | $ 10 | ||
Term of restricted investments | 185 days | ||
Temporary equity redemption price per share | $ 10 | $ 10 | |
Minimum net worth necessary to carry out business combination | $ 5,000,001 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
Period within which business combination shall be consummated from the date of initial public offer | 24 months | ||
Expenses payable on liquidation | $ 100,000 | ||
Minimum per share amount to be maintained in the trust account | $ 10 | ||
Cash at bank | $ 635,591 | $ 1,365,094 | |
Net working capital | 721,000 | ||
Proceeds from related party debt | 83,000 | ||
Repayment of related party debt | 83,000 | ||
Working capital loan outstanding | 0 | $ 0 | |
Stock issued during period, value, issued for services | $ 25,000 | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Fair value of net assets of the acquire as a percentage of assets in the trust account | 80.00% | ||
Equity method investment ownership percentage | 50.00% | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Proceeds from initial public offer | $ 138,000,000 | ||
Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of shares eligible to be transferred without any restriction | 15.00% | ||
Common Class A [Member] | IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during the period shares | 13,800,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during the period shares | 1,800,000 | ||
Class A Common Stock And One Third Of One Redeemable Warrant | Private Placement [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during the period shares | 501,000 | ||
Sale of stock issue price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Term of restricted investments | 185 days | |
Cash insured with federal depository insurance corporation | $ 250,000 | $ 250,000 |
Temporary equity shares outstanding | 13,800,000 | 13,800,000 |
Unrecognized tax benefits | $ 0 | |
Accrued interest and penalties on unrecognized tax benefits | 0 | |
Cash equivalents in its operating account | 0 | $ 0 |
Minimum Net Worth Required for Compliance | $ 5,000,001 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 13,800,000 | 13,800,000 |
Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 4,767,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Impact Of The Restatement On The Financial Statements For The Affected Quarterly Periods (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 08, 2020 | Dec. 07, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total assets | $ 138,980,517 | $ 138,980,517 | $ 139,869,628 | |||||
Total liabilities | 8,269,765 | 8,269,765 | 12,407,701 | |||||
Class A ordinary shares subject to redemption at $10.00 per share | 138,000,000 | 138,000,000 | 138,000,000 | |||||
Preference shares | ||||||||
Additional paid-in capital | 0 | 0 | 0 | |||||
Retained earnings (Accumulated deficit) | (7,289,643) | (7,289,643) | (10,538,468) | |||||
Total shareholders' deficit | (7,289,248) | $ (9,019,277) | $ (7,719,987) | $ (9,019,277) | (7,289,248) | (10,538,073) | ||
Total liabilities, Class A ordinary share subject to possible redemption and shareholders' deficit | $ 138,980,517 | $ 138,980,517 | $ 139,869,628 | |||||
Shares of Class A ordinary shares subject to redemption | 13,800,000 | 13,800,000 | 13,800,000 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Net income (loss) | $ 1,730,029 | (1,299,290) | 2,818,086 | $ 3,248,825 | ||||
Common Class A [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A ordinary shares subject to redemption at $10.00 per share | 138,000,000 | 138,000,000 | ||||||
Common Stock | $ 50 | $ 50 | $ 50 | |||||
Shares of Class A ordinary shares subject to redemption | 13,800,000 | 13,800,000 | 13,800,000 | |||||
Shares of Class A ordinary shares | 501,000 | 501,000 | 501,000 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | 14,301,000 | 14,301,000 | ||||||
Basic and diluted earnings per share | $ 0.10 | $ 0.18 | ||||||
Common Class B [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common Stock | $ 345 | $ 345 | $ 345 | |||||
Shares of Class A ordinary shares | 3,450,000 | 3,450,000 | 3,450,000 | 3,450,000 | 2,875,000 | |||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | 3,450,000 | 3,450,000 | ||||||
Basic and diluted earnings per share | $ 0.10 | $ 0.18 | ||||||
As Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total assets | 139,219,635 | 139,643,648 | 139,219,635 | |||||
Total liabilities | 10,238,912 | 9,363,635 | 10,238,912 | |||||
Class A ordinary shares subject to redemption at $10.00 per share | 123,980,720 | 125,280,010 | 123,980,720 | |||||
Preference shares | ||||||||
Additional paid-in capital | 3,439,219 | 2,139,942 | 3,439,219 | |||||
Retained earnings (Accumulated deficit) | 1,560,249 | 2,859,539 | 1,560,249 | |||||
Total shareholders' deficit | 5,000,003 | 5,000,003 | 5,000,003 | |||||
Total liabilities, Class A ordinary share subject to possible redemption and shareholders' deficit | $ 139,219,635 | $ 139,643,648 | $ 139,219,635 | |||||
Shares of Class A ordinary shares subject to redemption | 12,398,072 | 12,528,001 | 12,398,072 | |||||
Shares of Class A ordinary shares | 1,401,928 | 1,271,999 | 1,401,928 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ 2,818,090 | $ 1,518,800 | ||||||
Net income (loss) | $ (1,299,290) | 2,818,086 | 1,518,796 | |||||
As Previously Reported [Member] | Common Class A [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common Stock | $ 190 | $ 177 | $ 190 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | 13,800,000 | 13,800,000 | 13,800,000 | |||||
Basic and diluted earnings per share | $ 0 | $ 0 | $ 0 | |||||
As Previously Reported [Member] | Common Class B [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common Stock | $ 345 | $ 345 | $ 345 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | 3,951,000 | 3,951,000 | 3,951,000 | |||||
Basic and diluted earnings per share | $ (0.33) | $ 0.71 | $ 0.38 | |||||
Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ 14,019,280 | $ 12,719,990 | $ 14,019,280 | |||||
Preference shares | ||||||||
Additional paid-in capital | (3,439,219) | (2,139,942) | (3,439,219) | |||||
Retained earnings (Accumulated deficit) | (10,579,921) | (10,579,921) | (10,579,921) | |||||
Total shareholders' deficit | $ (14,019,280) | $ (12,719,990) | $ (14,019,280) | |||||
Shares of Class A ordinary shares subject to redemption | 1,401,928 | 1,271,999 | 1,401,928 | |||||
Shares of Class A ordinary shares | (1,401,928) | (1,271,999) | (1,401,928) | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ (2,818,090) | $ (1,518,800) | ||||||
Adjustment [Member] | Common Class A [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common Stock | $ (140) | $ (127) | $ (140) | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | 501,000 | 501,000 | 501,000 | |||||
Basic and diluted earnings per share | $ (0.07) | $ 0.16 | $ 0.08 | |||||
Adjustment [Member] | Common Class B [Member] | ||||||||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | (501,000) | (501,000) | (501,000) | |||||
Basic and diluted earnings per share | $ 0.26 | $ (0.55) | $ (0.29) | |||||
As Restated [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total assets | $ 139,219,635 | $ 139,643,648 | $ 139,219,635 | |||||
Total liabilities | 10,238,912 | 9,363,635 | 10,238,912 | |||||
Class A ordinary shares subject to redemption at $10.00 per share | 138,000,000 | 138,000,000 | 138,000,000 | |||||
Preference shares | ||||||||
Retained earnings (Accumulated deficit) | (9,019,672) | (7,720,382) | (9,019,672) | |||||
Total shareholders' deficit | (9,019,277) | (7,719,987) | (9,019,277) | |||||
Total liabilities, Class A ordinary share subject to possible redemption and shareholders' deficit | $ 139,219,635 | $ 139,643,648 | $ 139,219,635 | |||||
Shares of Class A ordinary shares subject to redemption | 13,800,000 | 13,800,000 | 13,800,000 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Net income (loss) | $ (1,299,290) | $ 2,818,086 | $ 1,518,796 | |||||
As Restated [Member] | Common Class A [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common Stock | $ 50 | $ 50 | $ 50 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | 14,301,000 | 14,301,000 | 14,301,000 | |||||
Basic and diluted earnings per share | $ (0.07) | $ 0.16 | $ 0.09 | |||||
As Restated [Member] | Common Class B [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common Stock | $ 345 | $ 345 | $ 345 | |||||
Supplemental disclosure of noncash financing activities: | ||||||||
Basic and diluted weighted average shares outstanding | 3,450,000 | 3,450,000 | 3,450,000 | |||||
Basic and diluted earnings per share | $ (0.07) | $ 0.16 | $ 0.09 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Common Class A [Member] | ||
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares | ||
Allocation of net income | $ 1,393,789 | $ 2,617,399 |
Denominator: Weighted average ordinary shares | ||
Basic and diluted weighted average shares outstanding | 14,301,000 | 14,301,000 |
Basic and diluted net income (loss) per share | $ 0.10 | $ 0.18 |
Common Class B [Member] | ||
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares | ||
Allocation of net income | $ 336,240 | $ 631,426 |
Denominator: Weighted average ordinary shares | ||
Basic and diluted weighted average shares outstanding | 3,450,000 | 3,450,000 |
Basic and diluted net income (loss) per share | $ 0.10 | $ 0.18 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offer | $ 138,000,000 | ||
Adjustments to additional paid in capital stock issuance costs | 8,100,000 | ||
Deferred underwriting commissions | $ 4,800,000 | $ 4,830,000 | $ 4,830,000 |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Proceeds from initial public offer | $ 138,000,000 | ||
Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 | |
Common Class A [Member] | IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during the period shares | 13,800,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during the period shares | 1,800,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 11, 2020 | |
Private Placement [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Proceeds from private placement | $ 5 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Class A Common Stock and One Third of One Redeemable Warrant [Member] | Private Placement [Member] | ||
Private Placement [Line Items] | ||
Stock issued during the period shares | 501,000 | |
Sale of stock issue price per share | $ 10 | |
Common Class A [Member] | ||
Private Placement [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 07, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 08, 2020 | Dec. 07, 2020 | Nov. 20, 2020 |
Proceeds from related party debt | $ 83,000 | ||||||
Agreed amount to repay for administrative services | $ 10,000 | 10,000 | |||||
Administrative expenses—related party | 30,000 | 90,000 | |||||
Accrued expenses | 198,432 | 198,432 | $ 74,043 | ||||
Administration And Support Services [Member] | |||||||
Accrued expenses | 7,000 | ||||||
Related Party Loan [Member] | |||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | ||||||
Proceeds from related party debt | $ 83,000 | ||||||
Working Capital Loan [Member] | |||||||
Share Price | $ 10 | ||||||
Convertible debt | $ 1,500,000 | ||||||
Long-term debt, gross | $ 0 | $ 0 | $ 0 | ||||
Founder Shares [Member] | |||||||
Payments of stock issuance costs | $ 25,000 | ||||||
Number of shares transferred | 30,000 | ||||||
Common Class A [Member] | |||||||
Common stock shares outstanding | 501,000 | 501,000 | 501,000 | ||||
Share Price | $ 9.20 | $ 9.20 | |||||
Common Class A [Member] | Minimum [Member] | |||||||
Share Price | $ 12 | ||||||
Common Class B [Member] | |||||||
Common stock shares outstanding | 3,450,000 | 3,450,000 | 3,450,000 | 3,450,000 | 2,875,000 | ||
Number of shares forfeited | 450,000 | ||||||
Percent of founder shares to issued and outstanding shares | 20.00% | ||||||
Common Class B [Member] | Founder Shares [Member] | |||||||
Stock issued during the period shares | 2,875,000 | ||||||
Common stock shares outstanding | 3,450,000 | 2,875,000 | |||||
Number of shares forfeited | 450,000 | ||||||
Percent of founder shares to issued and outstanding shares | 20.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 11, 2020 | Sep. 30, 2021 |
Loss Contingencies [Line Items] | ||
Underwriting discount per unit | $ 0.20 | |
Underwriting discount value | $ 2.8 | |
Deferred underwriting commissions per unit | $ 0.35 | |
Deferred underwriting commissions value | $ 4.8 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Loss Contingencies [Line Items] | ||
Stock issued during the period shares | 1,800,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject To Possible Redemption - Summary of Class A ordinary shares subject to possible redemption (Detail) - USD ($) | Dec. 11, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 138,000,000 | |||
Fair value of Public Warrants at issuance | $ (2,097,480) | $ (4,147,290) | ||
Class A common stock subject to possible redemption | 138,000,000 | 138,000,000 | $ 138,000,000 | |
IPO [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | 138,000,000 | |||
Fair value of Public Warrants at issuance | (7,682,000) | |||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Offering costs allocated to Class A common stock subject to possible redemption | (7,653,636) | |||
Accretion on Class A common stock subject to possible redemption amount | 15,335,636 | |||
Class A common stock subject to possible redemption | $ 138,000,000 | $ 138,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject To Possible Redemption - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Temporary Equity, Shares Outstanding | 13,800,000 | 13,800,000 |
Common Class A [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Common Stock, Shares Authorized | 479,000,000 | 479,000,000 |
Common Stock, No Par Value | $ 0.0001 | |
Common Stock, Voting Rights | one vote | |
Temporary Equity, Shares Outstanding | 13,800,000 | 13,800,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 11, 2020 |
Derivative Warrant Liabilities [Line Items] | |||
Exercise Price of Warrants or Rights | $ 11.50 | ||
Warrants and Rights Outstanding, Term | 5 years | ||
Percent of gross proceeds from such issuances to total equity proceeds | 60.00% | ||
Number of Securities Called by Each Warrant or Right | 0.361 | ||
Share Trigger Price One [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Share Price | $ 9.20 | ||
Percent of exercise price of the warrants adjusted to share price | 115.00% | ||
Share Trigger Price Two [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise Price of Warrants or Rights | $ 0.01 | ||
Share Price | $ 18 | ||
Percent of exercise price of the warrants adjusted to share price | 180.00% | ||
Share Trigger Price Three [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise Price of Warrants or Rights | $ 0.10 | ||
Share Price | 10 | ||
Common Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise Price of Warrants or Rights | 11.50 | $ 11.50 | |
Share Price | $ 9.20 | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of Warrant or Right, Outstanding | 4,600,000 | 4,600,000 | |
Private Placement Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of Warrant or Right, Outstanding | 167,000 | 167,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 11, 2020 | Dec. 08, 2020 | Dec. 07, 2020 | Oct. 07, 2020 |
Class of Stock [Line Items] | ||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0 | |||
Temporary equity shares outstanding | 13,800,000 | 13,800,000 | ||||
Percent of shares convertible | 20.00% | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary Equity, Shares Authorized | 479,000,000 | |||||
Temporary equity par or stated value per share | $ 0.0001 | |||||
Common stock shares issued including temporary equity | 14,301,000 | 14,301,000 | ||||
Common stock shares outstanding including temporary equity | 14,301,000 | 14,301,000 | ||||
Temporary equity shares outstanding | 13,800,000 | 13,800,000 | ||||
Common stock shares authorized | 479,000,000 | 479,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares issued | 501,000 | 501,000 | ||||
Common stock shares outstanding | 501,000 | 501,000 | ||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 20,000,000 | 20,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares issued | 3,450,000 | 3,450,000 | 2,875,000 | |||
Common stock shares outstanding | 3,450,000 | 3,450,000 | 3,450,000 | 2,875,000 | ||
Number of shares forfeited | 450,000 | |||||
Percent of founder shares to issued and outstanding shares | 20.00% | |||||
Number of shares no longer subject to forfeiture | 450,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | Investments Held in Trust Account [Member] | ||
Assets: | ||
Cash held in Trust Account | $ 138,014,093 | $ 138,000,851 |
Fair Value, Inputs, Level 1 [Member] | Derivative Warrant Liabilities [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 3,082,000 | 0 |
Fair Value, Inputs, Level 2 [Member] | Investments Held in Trust Account [Member] | ||
Assets: | ||
Cash held in Trust Account | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Derivative Warrant Liabilities [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 111,890 | 0 |
Fair Value, Inputs, Level 3 [Member] | Investments Held in Trust Account [Member] | ||
Assets: | ||
Cash held in Trust Account | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Derivative Warrant Liabilities [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 0 | $ 7,341,180 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Sep. 30, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of public warrants | $ 7,084,000 |
Fair value of private warrants | $ 257,180 |
Fair value measurements - Sum_2
Fair value measurements - Summary of Changes In The Fair Value of Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Disclosure Of Change In The Fair Value Of The Derivative Warrant Liabilities [Line Items] | |||
Level 3—Derivative warrant liabilities | $ 0 | $ 0 | $ 7,341,180 |
Transfer of Public Warrants to level 1 | (7,084,000) | ||
Transfer of Private Warrant to level 2 | (257,180) | ||
Change in fair value of derivative warrant liabilities | 0 | 0 | 0 |
Level 3—Derivative warrant liabilities | $ 0 | $ 0 | $ 0 |