Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Feb. 07, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | PANACEA ACQUISITION CORP. II | |
Trading Symbol | PANA | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | Panacea
 Acquisition Corp. II (the “Company,” “we,” “us” or “our”) is filing this Amendment No.
 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend
 and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021 originally filed with the Securities
 and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”).Background of RestatementAll
 of the shares held by the Company’s public shareholders (the “Public Shares”) contain a redemption feature which provides
 each holder of such shares with the opportunity to have their shares redeemed, and management has no control over which Public Shares
 will be redeemed. ASC 480-10-S99-3A provides that redemption provisions not solely within the control of the issuer require shares subject
 to redemption to be classified outside of permanent equity. Furthermore, ASC 480-10-25-6(b) provides guidance stating that in determining
 if an instrument is mandatorily redeemable, a provision that defers redemption until a specified liquidity level is reached would not
 affect classification of the instrument. As such, management has identified errors made in the historical financial statements where,
 at the closing of the Company’s Initial Public Offering, the Company improperly classified its Class A ordinary shares subject to
 possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption
 value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined
 that the Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s
 control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption,
 resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management
 has noted a reclassification adjustment related to temporary equity and permanent equity as of the Initial Public Offering date and all
 subsequent reporting periods.In addition, in connection
 with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to
 allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination
 as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company.As
 a result, the Company’s management, together with the Audit Committee, determined that the Company’s financial statements
 and other financial data as of and for the three months ended June 30, 2021 and for the period from January 14, 2021 (inception) to June
 30, 2021 should be restated in the Form 10-Q/A as a result of this error. These financial statements will be restated in Note 2 of this
 September 30, 2021 amended Form 10-Q. These restatements result in a change in 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. Further, there is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income
 (loss) but earnings per share was impacted due to a change in presentation relating to the restatements.The
 financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Form
 10-Q/A, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be
 relied upon. On February 7, 2022, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included
 in the Original Quarterly Report.Internal Control
 ConsiderationsIn
 connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures
 and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of
 the errors described above, a material weakness exists in the Company’s internal control over financial reporting and that the
 Company’s disclosure controls and procedures were not effective. Management plans to enhance the system of evaluating and implementing
 the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication
 among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a
 discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting,
 and the material weakness identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A. | |
Entity Central Index Key | 0001828989 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40311 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1578154 | |
Entity Address, Address Line One | 357 Tehama Street | |
Entity Address, Address Line Two | Floor 3 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | (415) | |
Local Phone Number | 966-0807 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 17,795,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,300,000 | |
Class F Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 3,450,000 |
Condensed Balance Sheet (Unaudi
Condensed Balance Sheet (Unaudited) | Sep. 30, 2021USD ($) |
Current Assets | |
Cash | $ 634,958 |
Prepaid expenses | 842,517 |
Total Current Assets | 1,477,475 |
Investments held in Trust Account | 172,505,294 |
TOTAL ASSETS | 173,982,769 |
Current liabilities | |
Accrued offering costs | 344,050 |
Accrued expenses | 85,939 |
Total Current Liabilities | 429,989 |
Deferred underwriting fee payable | 6,037,500 |
Total Liabilities | 6,467,489 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption 17,250,000 shares at $10.00 per share redemption value | 172,500,000 |
Shareholders’ Deficit | |
Preference shares, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 545,000 issued and outstanding | 55 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,300,000 shares issued and outstanding | 230 |
Class F ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 3,450,000 shares issued and outstanding | 345 |
Additional paid-in capital | |
Accumulated deficit | (4,985,350) |
Total Shareholders’ Deficit | (4,984,720) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 173,982,769 |
Condensed Balance Sheet (Unau_2
Condensed Balance Sheet (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, authorized | 20,000,000 |
Preference shares, shares issued | |
Preference shares, outstanding | |
Class A Ordinary Shares | |
Subject to possible redemption shares | 17,250,000 |
Subject to possible redemption shares at a redemption value of per share (in Dollars per share) | $ / shares | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 |
Ordinary shares, issued | 545,000 |
Ordinary shares, outstanding | 545,000 |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, issued | 2,300,000 |
Ordinary shares, outstanding | 2,300,000 |
Class F Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, issued | 3,450,000 |
Ordinary shares, outstanding | 3,450,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating and formation costs | $ 215,853 | $ 447,546 |
Loss from operations | (215,853) | (447,546) |
Other income: | ||
Interest earned on investments held in Trust Account | 3,545 | 5,294 |
Other income | 3,545 | 5,294 |
Net loss | $ (212,308) | $ (442,252) |
Class A Ordinary Shares | ||
Other income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 17,795,000 | 11,954,942 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.01) | $ (0.03) |
Class B Ordinary Shares | ||
Other income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 2,300,000 | 2,201,544 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.01) | $ (0.03) |
Class F Ordinary Shares | ||
Other income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 3,450,000 | 3,302,317 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.01) | $ (0.03) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Class FOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 13, 2021 | ||||||
Balance (in Shares) at Jan. 13, 2021 | ||||||
Issuance of Class B ordinary shares and Class F ordinary shares to Sponsor | $ 230 | $ 345 | 24,425 | 25,000 | ||
Issuance of Class B ordinary shares and Class F ordinary shares to Sponsor (in Shares) | 2,300,000 | 3,450,000 | ||||
Net loss | (5,000) | (5,000) | ||||
Balance at Mar. 31, 2021 | $ 230 | $ 345 | 24,425 | (5,000) | 20,000 | |
Balance (in Shares) at Mar. 31, 2021 | 2,300,000 | 3,450,000 | ||||
Sale of 545,000 Private Placement Shares | $ 55 | 5,449,945 | 5,450,000 | |||
Sale of 545,000 Private Placement Shares (in Shares) | 545,000 | |||||
Accretion for Class A ordinary shares to redemption amount | (5,474,370) | (4,543,098) | (10,017,468) | |||
Accretion for Class A ordinary shares to redemption amount (in Shares) | ||||||
Net loss | (224,944) | (224,944) | ||||
Balance at Jun. 30, 2021 | $ 55 | $ 230 | $ 345 | (4,773,042) | (4,772,412) | |
Balance (in Shares) at Jun. 30, 2021 | 545,000 | 2,300,000 | 3,450,000 | |||
Net loss | (212,308) | (212,308) | ||||
Balance at Sep. 30, 2021 | $ 55 | $ 230 | $ 345 | $ (4,985,350) | $ (4,984,720) | |
Balance (in Shares) at Sep. 30, 2021 | 545,000 | 2,300,000 | 3,450,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) (Parentheticals) | 3 Months Ended |
Jun. 30, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement units | 545,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (442,252) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (5,294) |
Payment of formation costs through promissory note by Sponsor | 5,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (842,517) |
Accrued expenses | 85,939 |
Net cash used in operating activities | (1,199,124) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (172,500,000) |
Net cash used in investing activities | (172,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Public Shares, net of underwriting discounts paid | 169,050,000 |
Proceeds from sale of Private Placement Shares | 5,450,000 |
Repayment of promissory note – related party | (100,108) |
Payment of offering costs | (65,810) |
Net cash provided by financing activities | 174,334,082 |
Net Change in Cash | 634,958 |
Cash – Beginning of period | |
Cash – End of period | 634,958 |
Non-Cash investing and financing activities: | |
Offering costs included in accrued offering costs | 344,050 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 20,000 |
Offering costs paid through promissory note | 100,108 |
Deferred underwriting fee payable | $ 6,037,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Plan of Business of Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Panacea Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 14, 2021. 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 14, 2021 (inception) through September 30, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on April 6, 2021. On April 9, 2021, the Company consummated the Initial Public Offering of 17,250,000 Class A ordinary shares (the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $172,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to EcoR1 Panacea Holdings II, LLC (an affiliate of EcoR1 Capital, LLC) (the “Sponsor”), generating gross proceeds of $5,450,000, which is described in Note 5. Transaction costs amounted to $10,017,468, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $529,968 of other offering costs. Following the closing of the Initial Public Offering on April 9, 2021, an amount of $172,500,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), alignment shares (as defined in Note 6), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, alignment shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until April 9, 2023 (or until July 9, 2023, if the Company has executed a letter of intent, agreement in principle, or definitive agreement for a Business Combination by April 9, 2023) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed 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 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares, alignment shares and Private Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. During the quarter ended September 30, 2021, the Company determined that at the closing of the Company’s Initial Public Offering (including the sale of the shares issued pursuant to the exercise of the underwriters’ overallotment) it had improperly classified its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent 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 redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) pro rata to Class A, Class B and Class F ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, all classes of ordinary shares share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously Adjustment As Restated Balance Sheet as of June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 162,727,580 $ 9,772,420 $ 172,500,000 Class A ordinary shares $ 153 $ (98 ) $ 55 Additional paid-in capital $ 5,229,224 $ (5,229,224 ) $ — Retained earnings $ (229,944 ) $ (4,543,098 ) $ (4,773,042 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (9,772,420 ) $ (4,772,412 ) Number of shares subject to redemption 16,272,758 977,242 17,250,000 Statement of Cash Flows for the period from January 14, 2021 (inception) through June 30, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 162,952,530 $ (162,952,530 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (224,950 ) $ 224,950 $ — Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 17,250,000 (1,036,778 ) 16,213,222 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.01 ) $ (0.01 ) Basic and diluted weighted average shares outstanding, Class A, B and F non-redeemable shares 6,179,889 (6,179,889 ) — Basic and diluted net loss per share, Class A, B and F non-redeemable shares $ (0.04 ) $ 0.04 $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares — 2,273,626 2,273,626 Basic and diluted net loss per share, Class B ordinary shares $ — $ (0.01 ) $ (0.01 ) Basic and diluted weighted average shares outstanding of Class F ordinary shares — 3,410,440 3,410,440 Basic and diluted net loss per share, Class F ordinary shares $ — $ (0.01 ) $ (0.01 ) Statement of Operations for the period from January 14, 2021 (inception) to June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 17,250,000 (8,512,335 ) 8,737,665 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Class A, B and F non-redeemable shares 5,635,868 (5,635,868 ) — Basic and diluted net loss per share, Class A, B and F non-redeemable shares $ (0.04 ) $ 0.04 $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares — 2,147,305 2,147,305 Basic and diluted net loss per share, Class B ordinary shares $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding of Class F ordinary shares — 3,220,958 3,220,958 Basic and diluted net loss per share, Class F ordinary shares $ — $ (0.02 ) $ (0.02 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on April 8, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on April 15, 2021. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A ordinary shares issuance costs $ (10,017,468 ) Plus: Accretion of carrying value to redemption value $ 10,017,468 Class A ordinary shares subject to possible redemption $ 172,500,000 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, 2021 For the period from January 14, 2021 (Inception) through September 30, 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (160,460 ) $ (20,739 ) $ (31,109 ) $ (302,833 ) $ (55,768 ) $ (83,652 ) Denominator: Basic and diluted weighted average shares outstanding 17,795,000 2,300,000 3,450,000 11,954,942 2,201,544 3,302,317 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 14, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Disclosure Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on April 9, 2021, the Company sold 17,250,000 Public Shares, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Public Shares, at a purchase price of $10.00 per Public Share. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 545,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $5,450,000, in a private placement. A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares and Alignment Shares On January 14, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,300,000 Class B ordinary shares (the “Founder Shares”) and 3,450,000 Class F ordinary shares (the “alignment shares”). On January 15, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors at their original purchase price. Up to 300,000 Founder Shares and 450,000 alignment shares were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part so that the Founder Shares and alignment shares would represent 10% and 15%, respectively, of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriter’s election to fully exercise their over-allotment option, the Founder Shares and alignment shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the alignment shares until the earlier of: (A) their conversion into Class A ordinary shares; and (B) subsequent to the initial Business Combination, the date on which the Company completes a merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on April 6, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. For the three months ended September 30, 2021 and for the period from January 14, 2021 (inception) through September 30, 2021, the Company incurred $30,000 and $60,000, respectively, in fees for these services, of which such amounts are included in accrued expenses in the accompanying condensed balance sheet as at September 30, 2021. Promissory Note — Related Party On January 14, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 and the completion of the Initial Public Offering. As of September 30, 2021, there was no outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $100,108 was repaid at the closing of the Initial Public Offering on April 9, 2021. The promissory note is no longer available to the company. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest basis as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Class A ordinary shares at a price of $10.00 per share. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, alignment shares, Private Placement Shares, forward purchase shares and Class A ordinary shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares and alignment shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Public Share, or $3,450,000 in the aggregate, at the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per share, or $6,037,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement On April 6, 2021, the Company entered into a forward purchase agreement pursuant to which the funds affiliated with EcoR1 Capital, LLC (the “forward purchase investors”) have agreed to purchase an aggregate of up to 2,500,000 shares (the “forward purchase shares”), for a purchase price of $10.00 per share, or an aggregate of $25,000,000, in a private placement to close concurrently with the closing of a Business Combination. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by the public shareholders. The forward purchase shares will be identical to the Class A ordinary shares included in the Public Shares sold in the Initial Public Offering, except that they will be subject to certain registration rights. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made regardless of whether any Public Shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Class F Ordinary Shares The Class F ordinary shares will automatically convert into Class A ordinary shares upon the earlier of (1) the date following a Business Combination on which: (a) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $15.00 (b) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $20.00 and (c) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of our Class A ordinary shares equals or exceeds $25.00 and (2) subsequent to the completion of a Business Combination, the date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction that results in both a change of control and all of its public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case subject to adjustment. Holders of Class A ordinary shares, Class B ordinary shares and Class F ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. The Class F ordinary shares will automatically convert into Class A ordinary shares on a one hundred-to-one basis on the business day following the fifth anniversary of a Business Combination, subject to adjustment, provided that alignment shares will automatically convert into Class A ordinary shares on a one-to-one basis on or prior to the fifth anniversary of a Business Combination. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination (other than with respect to the Founder Shares, alignment shares or forward purchase shares), the ratio at which Class B ordinary shares and Class F ordinary shares shall convert into Class A ordinary shares will be adjusted so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares and Class F ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the total number of all ordinary shares issued and outstanding upon completion of the Initial Public offering (not including the Private Placement Shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding the forward purchase shares, any Class A ordinary shares issued upon conversion of any Founder Shares, alignment shares or Working Capital Loans, and any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $172,505,294 in money market funds which are invested primarily in U.S. Treasury Securities. During the period from January 14, 2021 (inception) through September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,505,294 |
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 after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the restatement as discussed in Note 2. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on April 8, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on April 15, 2021. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Investments held in Trust Account | Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A ordinary shares issuance costs $ (10,017,468 ) Plus: Accretion of carrying value to redemption value $ 10,017,468 Class A ordinary shares subject to possible redemption $ 172,500,000 |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, 2021 For the period from January 14, 2021 (Inception) through September 30, 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (160,460 ) $ (20,739 ) $ (31,109 ) $ (302,833 ) $ (55,768 ) $ (83,652 ) Denominator: Basic and diluted weighted average shares outstanding 17,795,000 2,300,000 3,450,000 11,954,942 2,201,544 3,302,317 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 14, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
Schedule of impact revision on the financial statements | As Previously Adjustment As Restated Balance Sheet as of June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 162,727,580 $ 9,772,420 $ 172,500,000 Class A ordinary shares $ 153 $ (98 ) $ 55 Additional paid-in capital $ 5,229,224 $ (5,229,224 ) $ — Retained earnings $ (229,944 ) $ (4,543,098 ) $ (4,773,042 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (9,772,420 ) $ (4,772,412 ) Number of shares subject to redemption 16,272,758 977,242 17,250,000 Statement of Cash Flows for the period from January 14, 2021 (inception) through June 30, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 162,952,530 $ (162,952,530 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (224,950 ) $ 224,950 $ — Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 17,250,000 (1,036,778 ) 16,213,222 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.01 ) $ (0.01 ) Basic and diluted weighted average shares outstanding, Class A, B and F non-redeemable shares 6,179,889 (6,179,889 ) — Basic and diluted net loss per share, Class A, B and F non-redeemable shares $ (0.04 ) $ 0.04 $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares — 2,273,626 2,273,626 Basic and diluted net loss per share, Class B ordinary shares $ — $ (0.01 ) $ (0.01 ) Basic and diluted weighted average shares outstanding of Class F ordinary shares — 3,410,440 3,410,440 Basic and diluted net loss per share, Class F ordinary shares $ — $ (0.01 ) $ (0.01 ) Statement of Operations for the period from January 14, 2021 (inception) to June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 17,250,000 (8,512,335 ) 8,737,665 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Class A, B and F non-redeemable shares 5,635,868 (5,635,868 ) — Basic and diluted net loss per share, Class A, B and F non-redeemable shares $ (0.04 ) $ 0.04 $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares — 2,147,305 2,147,305 Basic and diluted net loss per share, Class B ordinary shares $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding of Class F ordinary shares — 3,220,958 3,220,958 Basic and diluted net loss per share, Class F ordinary shares $ — $ (0.02 ) $ (0.02 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A ordinary shares | Gross proceeds $ 172,500,000 Less: Class A ordinary shares issuance costs $ (10,017,468 ) Plus: Accretion of carrying value to redemption value $ 10,017,468 Class A ordinary shares subject to possible redemption $ 172,500,000 |
Schedule of basic and diluted net income (loss) per ordinary share | Three Months Ended September 30, 2021 For the period from January 14, 2021 (Inception) through September 30, 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (160,460 ) $ (20,739 ) $ (31,109 ) $ (302,833 ) $ (55,768 ) $ (83,652 ) Denominator: Basic and diluted weighted average shares outstanding 17,795,000 2,300,000 3,450,000 11,954,942 2,201,544 3,302,317 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis | Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,505,294 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Apr. 09, 2021 | Sep. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares, price per share (in Dollars per share) | $ 10 | |
Transaction costs | $ 10,017,468 | |
Underwriting fees | 3,450,000 | |
Deferred underwriting fees | 6,037,500 | |
Other offering costs | $ 529,968 | |
Net proceeds | $ 172,500,000 | |
Business combination fair market value equal to at least assets held in the trust account percentage | 80.00% | |
Public per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Redemption of an aggregate public shares percentage | 15.00% | |
Business combination redeem public shares percentage | 100.00% | |
Public shares redeem percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Public share price trust account (in Dollars per share) | $ 10 | |
Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public price per share (in Dollars per share) | $ 10 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination issued and outstanding voting securities percentage | 50.00% | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares, price per share (in Dollars per share) | $ 10 | |
Sale private placement shares (in Shares) | 545,000 | |
Net proceeds initial public offering | $ 10 | |
Initial Public Offering price per share (in Dollars per share) | $ 10 | |
IPO [Member] | Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 5,450,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares (in Shares) | 2,250,000 | |
Gross proceeds | $ 172,500,000 | |
Initial Public Offering price per share (in Dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Issuance of ordinary shares (in Shares) | 17,250,000 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) | Sep. 30, 2021USD ($)$ / shares |
Revision of Previously Issued Financial Statements (Details) [Line Items] | |
Net tangible assets | $ | $ 5,000,001 |
Class A Ordinary Shares [Member] | |
Revision of Previously Issued Financial Statements (Details) [Line Items] | |
Ordinary shares subject to possible redemption per share | $ / shares | $ 10 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements (Details) - Schedule of impact revision on the financial statements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | |
As Previously Reported [Member] | ||
Revision of Previously Issued Financial Statements (Details) - Schedule of impact revision on the financial statements [Line Items] | ||
Class A ordinary shares subject to possible redemption (in Dollars) | $ 162,727,580 | $ 162,727,580 |
Class A ordinary shares (in Dollars) | 153 | 153 |
Additional paid-in capital (in Dollars) | 5,229,224 | 5,229,224 |
Retained earnings (in Dollars) | (229,944) | (229,944) |
Total Shareholders’ Equity (Deficit) (in Dollars) | $ 5,000,008 | $ 5,000,008 |
Number of shares subject to redemption | shares | 16,272,758 | 16,272,758 |
Initial classification of Class A ordinary shares subject to possible redemption (in Dollars) | $ 162,952,530 | |
Change in value of Class A ordinary shares subject to possible redemption (in Dollars) | $ (224,950) | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares | shares | 17,250,000 | 17,250,000 |
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ / shares | ||
Basic and diluted weighted average shares outstanding, Class A, B and F non-redeemable shares | shares | 6,179,889 | 5,635,868 |
Basic and diluted net loss per share, Class A, B and F non-redeemable shares (in Dollars per share) | $ / shares | $ (0.04) | $ (0.04) |
Basic and diluted weighted average shares outstanding of Class B ordinary shares | shares | ||
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ / shares | ||
Basic and diluted weighted average shares outstanding of Class F ordinary shares | shares | ||
Basic and diluted net loss per share, Class F ordinary shares (in Dollars per share) | $ / shares | ||
Adjustment [Member] | ||
Revision of Previously Issued Financial Statements (Details) - Schedule of impact revision on the financial statements [Line Items] | ||
Class A ordinary shares subject to possible redemption (in Dollars) | $ 9,772,420 | $ 9,772,420 |
Class A ordinary shares (in Dollars) | (98) | (98) |
Additional paid-in capital (in Dollars) | (5,229,224) | (5,229,224) |
Retained earnings (in Dollars) | (4,543,098) | (4,543,098) |
Total Shareholders’ Equity (Deficit) (in Dollars) | $ (9,772,420) | $ (9,772,420) |
Number of shares subject to redemption | shares | 977,242 | 977,242 |
Initial classification of Class A ordinary shares subject to possible redemption (in Dollars) | $ (162,952,530) | |
Change in value of Class A ordinary shares subject to possible redemption (in Dollars) | $ 224,950 | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares | shares | (1,036,778) | (8,512,335) |
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ / shares | $ (0.01) | $ (0.02) |
Basic and diluted weighted average shares outstanding, Class A, B and F non-redeemable shares | shares | (6,179,889) | (5,635,868) |
Basic and diluted net loss per share, Class A, B and F non-redeemable shares (in Dollars per share) | $ / shares | $ 0.04 | $ 0.04 |
Basic and diluted weighted average shares outstanding of Class B ordinary shares | shares | 2,273,626 | 2,147,305 |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ / shares | $ (0.01) | $ (0.02) |
Basic and diluted weighted average shares outstanding of Class F ordinary shares | shares | 3,410,440 | 3,220,958 |
Basic and diluted net loss per share, Class F ordinary shares (in Dollars per share) | $ / shares | $ (0.01) | $ (0.02) |
As Restated [Member] | ||
Revision of Previously Issued Financial Statements (Details) - Schedule of impact revision on the financial statements [Line Items] | ||
Class A ordinary shares subject to possible redemption (in Dollars) | $ 172,500,000 | $ 172,500,000 |
Class A ordinary shares (in Dollars) | 55 | 55 |
Additional paid-in capital (in Dollars) | ||
Retained earnings (in Dollars) | (4,773,042) | (4,773,042) |
Total Shareholders’ Equity (Deficit) (in Dollars) | $ (4,772,412) | $ (4,772,412) |
Number of shares subject to redemption | shares | 17,250,000 | 17,250,000 |
Initial classification of Class A ordinary shares subject to possible redemption (in Dollars) | ||
Change in value of Class A ordinary shares subject to possible redemption (in Dollars) | ||
Basic and diluted weighted average shares outstanding, Class A ordinary shares | shares | 16,213,222 | 8,737,665 |
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ / shares | $ (0.01) | $ (0.02) |
Basic and diluted weighted average shares outstanding, Class A, B and F non-redeemable shares | shares | ||
Basic and diluted net loss per share, Class A, B and F non-redeemable shares (in Dollars per share) | $ / shares | ||
Basic and diluted weighted average shares outstanding of Class B ordinary shares | shares | 2,273,626 | 2,147,305 |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ / shares | $ (0.01) | $ (0.02) |
Basic and diluted weighted average shares outstanding of Class F ordinary shares | shares | 3,410,440 | 3,220,958 |
Basic and diluted net loss per share, Class F ordinary shares (in Dollars per share) | $ / shares | $ (0.01) | $ (0.02) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Federal depository insurance corporation coverage | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Schedule of class A ordinary shares [Abstract] | |
Gross proceeds | $ 172,500,000 |
Less: | |
Class A ordinary shares issuance costs (in Shares) | shares | (10,017,468) |
Plus: | |
Accretion of carrying value to redemption value | $ 10,017,468 |
Class A ordinary shares subject to possible redemption | $ 172,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Ordinary Shares | ||
Numerator: | ||
Allocation of net loss | $ (160,460) | $ (302,833) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 17,795,000 | 11,954,942 |
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.03) |
Class B Ordinary Shares | ||
Numerator: | ||
Allocation of net loss | $ (20,739) | $ (55,768) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 2,300,000 | 2,201,544 |
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.03) |
Class F Ordinary Shares | ||
Numerator: | ||
Allocation of net loss | $ (31,109) | $ (83,652) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 3,450,000 | 3,302,317 |
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.03) |
Initial Public Offering (Detail
Initial Public Offering (Details) | Apr. 09, 2021$ / sharesshares |
Initial Public Offering (Details) [Line Items] | |
Sale of public shares | 17,250,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of public shares | 2,250,000 |
Purchase price per share (in Dollars per share) | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase shares | shares | 545,000 |
Aggregate price | $ / shares | $ 10 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 5,450,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 15, 2021 | Jan. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Apr. 09, 2021 | Apr. 06, 2021 |
Related Party Transactions (Details) [Line Items] | |||||||
Offering costs | $ 25,000 | ||||||
Transferred shares (in Shares) | 25,000 | ||||||
Sponsor founder shares, description | The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||
Affiliate payable | $ 10,000 | ||||||
Service fees | $ 30,000 | $ 60,000 | |||||
Aggregate principal amount | $ 300,000 | ||||||
Promissory note outstanding | $ 100,108 | ||||||
Working capital loans | $ 1,500,000 | ||||||
Convertible price per unit (in Dollars per share) | $ 10 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares purchased (in Shares) | 2,300,000 | ||||||
Shares subject to forfeiture (in Shares) | 300,000 | ||||||
Percentage of issued and outstanding shares | 10.00% | ||||||
Alignment Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares purchased (in Shares) | 3,450,000 | ||||||
Shares subject to forfeiture (in Shares) | 450,000 | ||||||
Percentage of issued and outstanding shares | 15.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 06, 2021 | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Public per share price | $ 0.2 | |
Aggregate of initial public offering | $ 3,450,000 | |
Deferred price per share | $ 0.35 | |
Aggregate deferred fee | $ 6,037,500 | |
Purchase aggregate share | 2,500,000 | |
Purchase price of per share | $ 10 | |
Aggregate purchase price | $ 25,000,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Shareholders’ Equity (Details) [Line Items] | |
Preference shares, authorized | 20,000,000 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Conversion basis, percentage | 25.00% |
Business Combination [Member] | |
Shareholders’ Equity (Details) [Line Items] | |
Description of business combination | The Class F ordinary shares will automatically convert into Class A ordinary shares upon the earlier of (1) the date following a Business Combination on which: (a) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $15.00 (b) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $20.00 and (c) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of our Class A ordinary shares equals or exceeds $25.00 and (2) subsequent to the completion of a Business Combination, the date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction that results in both a change of control and all of its public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case subject to adjustment. |
Class A Ordinary Shares [Member] | |
Shareholders’ Equity (Details) [Line Items] | |
Ordinary shares, authorized | 500,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, voting rights | Holders of Class A ordinary shares are entitled to one vote for each share. |
Ordinary shares, issued | 545,000 |
Ordinary shares, outstanding | 545,000 |
Class A ordinary shares subject to possible redemption shares | 17,250,000 |
Class B Ordinary Shares [Member] | |
Shareholders’ Equity (Details) [Line Items] | |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, voting rights | one vote for each share |
Ordinary shares, issued | 2,300,000 |
Ordinary shares, outstanding | 2,300,000 |
Class F Ordinary Shares [Member] | |
Shareholders’ Equity (Details) [Line Items] | |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, voting rights | one vote for each share |
Ordinary shares, issued | 3,450,000 |
Ordinary shares, outstanding | 3,450,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Assets held in trust account | $ 172,505,294 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 172,505,294 |