Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-39847 | |
Entity Registrant Name | POWERED BRANDS | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1570855 | |
Entity Address, Address Line One | 292 Madison Avenue, Fl. 8 | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 756-3508 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001829427 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Transition Report | false | |
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share | |
Trading Symbol | POWRU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | POW | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | POWRW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,238,012 | |
Prepaid expenses | 478,770 | |
Total current assets | 1,716,782 | |
Investments held in Trust Account | 276,012,327 | $ 0 |
Deferred offering costs associated with the initial public offering | 419,962 | |
Total Assets | 277,729,109 | 419,962 |
Liabilities and Shareholders' Equity (Deficit): | ||
Accounts payable | 448,460 | 23,450 |
Accrued expenses | 137,309 | 333,517 |
Note payable - related party | 66,000 | |
Total current liabilities | 585,769 | 422,967 |
Deferred underwriting commissions | 9,660,000 | |
Derivative warrant liabilities | 14,092,400 | |
Total Liabilities | 24,338,169 | 422,967 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 24,839,093 and 0 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 248,390,930 | |
Shareholders' Equity (Deficit): | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued or outstanding as of June 30, 2021 and December 31, 2020 | ||
Additional paid-in capital | 7,215,054 | 24,310 |
Accumulated Deficit | (2,216,010) | (28,005) |
Total Shareholders' Equity (Deficit) | 5,000,010 | (3,005) |
Total Liabilities and Shareholders' Equity (Deficit) | 277,729,109 | 419,962 |
Class A Common Stock Not Subject to Redemption | ||
Shareholders' Equity (Deficit): | ||
Common stock | 276 | |
Total Shareholders' Equity (Deficit) | 276 | |
Class B Common Stock | ||
Shareholders' Equity (Deficit): | ||
Common stock | 690 | 690 |
Total Shareholders' Equity (Deficit) | $ 690 | $ 690 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 350,000,000 | 350,000,000 |
Common shares, shares issued | 2,760,907 | 0 |
Common shares, shares outstanding | 2,760,907 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, par or stated value per Share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 24,839,093 | 0 |
Ordinary shares, shares subject to possible redemption | 24,839,093 | 0 |
Ordinary shares, redemption value per share | $ 10 | $ 10 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 350,000,000 | 350,000,000 |
Common shares, shares issued | 2,760,907 | 0 |
Common shares, shares outstanding | 2,760,907 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 150,000,000 | 150,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expense | $ 257,598 | $ 478,194 |
Loss from operations | (257,598) | (478,194) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | (3,255,600) | (1,242,400) |
Transaction costs associated with issuance of warrants | 0 | (479,738) |
Income from investments held in Trust Account | 6,882 | 12,327 |
Total other expense, net | (3,248,718) | (1,709,811) |
Net loss | (3,506,316) | (2,188,005) |
Class A Common Stock Subject to Redemption | ||
Other income (expense) | ||
Income from investments held in Trust Account | $ 6,882 | $ 12,327 |
Weighted average shares outstanding, basic and diluted | 27,600,000 | 27,600,000 |
Basic and diluted net loss per common share | $ 0 | $ 0 |
Class B Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding, basic and diluted | 6,900,000 | 6,845,304 |
Basic and diluted net loss per common share | $ (0.51) | $ (0.32) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A Common Stock Not Subject to Redemption | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at the beginning at Dec. 31, 2020 | $ 690 | $ 24,310 | $ (28,005) | $ (3,005) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of units in initial public offering, gross | $ 2,760 | 267,809,240 | 0 | 267,812,000 | |
Sale of units in initial public offering, gross (in shares) | 27,600,000 | ||||
Offering costs | (15,338,050) | 0 | (15,338,050) | ||
Excess of cash received over fair value of private placement warrants | 3,108,000 | 0 | 3,108,000 | ||
Common stock subject to possible redemption | $ (2,519) | (251,894,731) | 0 | (251,897,250) | |
Common stock subject to possible redemption (in shares) | (25,189,725) | ||||
Net income (loss) | 0 | 1,318,311 | 1,318,311 | ||
Balance at the end at Mar. 31, 2021 | $ 241 | $ 690 | 3,708,769 | 1,290,306 | 5,000,006 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,410,275 | 6,900,000 | |||
Balance at the beginning at Dec. 31, 2020 | $ 690 | 24,310 | (28,005) | (3,005) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Offering costs | (15,300,000) | ||||
Net income (loss) | (2,188,005) | ||||
Balance at the end at Jun. 30, 2021 | $ 276 | $ 690 | 7,215,054 | (2,216,010) | 5,000,010 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,760,907 | 6,900,000 | |||
Balance at the beginning at Mar. 31, 2021 | $ 241 | $ 690 | 3,708,769 | 1,290,306 | 5,000,006 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 2,410,275 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Offering costs | 0 | ||||
Common stock subject to possible redemption | $ 35 | 3,506,285 | 0 | 3,506,320 | |
Common stock subject to possible redemption (in shares) | 350,632 | ||||
Net income (loss) | 0 | (3,506,316) | (3,506,316) | ||
Balance at the end at Jun. 30, 2021 | $ 276 | $ 690 | $ 7,215,054 | $ (2,216,010) | $ 5,000,010 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,760,907 | 6,900,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (2,188,005) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | 1,242,400 |
Transaction costs associated with issuance of warrants | 479,738 |
Income from investments held in Trust Account | (12,327) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (451,970) |
Accounts payable | 105,125 |
Accrued expenses | 64,304 |
Net cash used in operating activities | (760,735) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (276,000,000) |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from promissory note issued to related party | 25,000 |
Payment of promissory note issued to related party | (141,019) |
Proceeds received from initial public offering, gross | 276,000,000 |
Proceeds received from private placement | 7,770,000 |
Offering costs paid | (5,655,234) |
Net cash provided by financing activities | 277,998,747 |
Net change in cash | 1,238,012 |
Cash - end of the period | 1,238,012 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable | 343,335 |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid by related party under promissory note | 23,219 |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 |
Initial value of Class A ordinary shares subject to possible redemption | 250,149,840 |
Change in value of Class A ordinary shares subject to possible redemption | $ (1,758,910) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Powered Brands (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not yet commenced operations. All activity for the period from September 18, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, a search for a potential business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering and the sale of the Private Placement Warrants (as defined below). The Company’s sponsor is PB Management, a Cayman Islands exempted company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,180,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.8 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions) at the time the Company signs a definitive agreement in connection with the initial Business Combination, and a majority of its independent directors must approve such initial business combination(s). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months, or January 12, 2023, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $1.2 million in its operating bank account and working capital of approximately $1.1 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $141,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on January 19, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2021. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 unaudited condensed 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 unaudited 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Accordingly, the actual results could differ significantly from those estimates. 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 limits of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of June 30, 2021 and December 31, 2020, the Company had approximately $276.0 million and $0 of investments held in the Trust Account, respectively. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included within Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15, Derivatives and Hedging, Embedded Derivatives The Company accounts for its warrants issued in connection with the Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statement of operations. The fair value of warrants issued in connection with the Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. For the three and six months ended June 30, 2021, $0 and approximately $0.5 million are in transaction costs associated with the issuance of warrants, respectively, and $0 and approximately $15.3 million are in shareholders’ equity, respectively. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 24,839,093 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Income Taxes ASC Topic 740, ‘‘Income Taxes,’’ prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income( Loss) per Ordinary Share The Company’s unaudited condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the periods. Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion would be anti-dilutive under the treasury stock method. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 6,882 $ 12,327 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares $ 6,882 $ 12,327 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 27,600,000 27,600,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ (3,506,316) $ (2,188,005) Net income allocable to Class A ordinary shares (6,882) (12,327) Net income (loss) attributable to Class B ordinary shares $ (3,513,198) $ (2,200,332) Denominator: Weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 6,900,000 6,845,304 Basic and diluted net income (loss) per share, Class B ordinary shares $ (0.51) $ (0.32) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On January 12, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-third |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,180,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.8 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 7 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). By December 4, 2020, the Sponsor transferred an aggregate of 140,000 Founder Shares to certain of the board members, board nominees, officers and consultants. On January 7, 2021, the Company effected a share sub-division, resulting in an aggregate of 6,900,000 Founder Shares outstanding. All shares and associated amounts had been retroactively restated to reflect the share sub-division. The Sponsor agreed to forfeit up to an aggregate of 900,000 Founder Shares to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 12, 2021, the underwriter fully exercised its over-allotment option; thus, these 900,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $141,000 under the Note. The Company repaid the Note in full on January 19, 2021.Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On January 12, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
DERIVATIVE WARRANT LIABILITIES | |
DERIVATIVE WARRANT LIABILITIES | NOTE 7. DERIVATIVE WARRANT LIABILITIES As of June 30, 2021, there were 9,200,000 Public Warrants and 5,180,000 Private Placement Warrants outstanding, respectively. There were no Warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 60 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or such its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sales price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares — outstanding outstanding Class B Ordinary Shares — 900,000 Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs At June 30, 2021 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account: Mutual funds invested in U.S. Treasury Securities $ 276,012,327 $ — $ — Liabilities: Derivative warrant liabilities: Derivative warrant liabilities - Public Warrants $ 9,016,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 5,076,400 At December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized during the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, when the Public Warrants were separately listed and traded. Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of warrants issued in connection with the Private Placement has been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the market price of such warrants. For the three and six months ended June 30, 2021, the Company recognized a loss of approximately $3.3 million and approximately $1.2 million, respectively, resulting from an increase in the fair value of liabilities on the accompanying unaudited condensed statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in Black-Scholes model and Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of June 30, 2021 Exercise price $ 11.50 Stock Price $ 9.70 Expected life (in years) 6.04 Volatility 14.80 % Risk-free interest rate 1.04 % Dividend yield — The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,850,000 Transfer of Public Warrants to Level 1 (8,188,000) Change in fair value of derivative warrant liabilities - Private Placement Warrants (725,200) Derivative warrant liabilities at March 31, 2021 - Private Placement Warrants $ 3,936,800 Change in fair value of derivative warrant liabilities - Private Placement Warrants $ 1,139,600 Derivative warrant liabilities at June 30, 2021 - Private Placement Warrants $ 5,076,400 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2021. |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 unaudited condensed 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 unaudited 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Accordingly, the actual results could differ significantly from those estimates. |
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 limits of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of June 30, 2021 and December 31, 2020, the Company had approximately $276.0 million and $0 of investments held in the Trust Account, respectively. |
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 the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included within Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15, Derivatives and Hedging, Embedded Derivatives The Company accounts for its warrants issued in connection with the Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statement of operations. The fair value of warrants issued in connection with the Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. For the three and six months ended June 30, 2021, $0 and approximately $0.5 million are in transaction costs associated with the issuance of warrants, respectively, and $0 and approximately $15.3 million are in shareholders’ equity, respectively. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 24,839,093 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Income Taxes | Income Taxes ASC Topic 740, ‘‘Income Taxes,’’ prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Ordinary Share | Net Income( Loss) per Ordinary Share The Company’s unaudited condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the periods. Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion would be anti-dilutive under the treasury stock method. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 6,882 $ 12,327 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares $ 6,882 $ 12,327 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 27,600,000 27,600,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ (3,506,316) $ (2,188,005) Net income allocable to Class A ordinary shares (6,882) (12,327) Net income (loss) attributable to Class B ordinary shares $ (3,513,198) $ (2,200,332) Denominator: Weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 6,900,000 6,845,304 Basic and diluted net income (loss) per share, Class B ordinary shares $ (0.51) $ (0.32) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of calculation of basic and diluted net income (loss) per share | For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 6,882 $ 12,327 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares $ 6,882 $ 12,327 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 27,600,000 27,600,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ (3,506,316) $ (2,188,005) Net income allocable to Class A ordinary shares (6,882) (12,327) Net income (loss) attributable to Class B ordinary shares $ (3,513,198) $ (2,200,332) Denominator: Weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 6,900,000 6,845,304 Basic and diluted net income (loss) per share, Class B ordinary shares $ (0.51) $ (0.32) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs At June 30, 2021 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account: Mutual funds invested in U.S. Treasury Securities $ 276,012,327 $ — $ — Liabilities: Derivative warrant liabilities: Derivative warrant liabilities - Public Warrants $ 9,016,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 5,076,400 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of June 30, 2021 Exercise price $ 11.50 Stock Price $ 9.70 Expected life (in years) 6.04 Volatility 14.80 % Risk-free interest rate 1.04 % Dividend yield — |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,850,000 Transfer of Public Warrants to Level 1 (8,188,000) Change in fair value of derivative warrant liabilities - Private Placement Warrants (725,200) Derivative warrant liabilities at March 31, 2021 - Private Placement Warrants $ 3,936,800 Change in fair value of derivative warrant liabilities - Private Placement Warrants $ 1,139,600 Derivative warrant liabilities at June 30, 2021 - Private Placement Warrants $ 5,076,400 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Jan. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 276,000,000 | ||
Proceeds received from private placement | 7,770,000 | ||
Deferred underwriting commissions | 9,700,000 | ||
Cash held outside the Trust Account | 1,238,012 | ||
Payments for investment of cash in Trust Account | $ 276,000,000 | ||
Condition for future business combination threshold Percentage Ownership | 10 | ||
Maximum Allowed Dissolution Expenses | $ 141,000 | ||
Operating bank accounts | 1,200,000 | ||
Working capital | 1,100,000 | ||
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 25,000 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to issued | 5,180,000 | ||
Price of warrant | $ 1.50 | ||
Proceeds received from private placement | $ 7,800,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Working capital | $ 0 | $ 0 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | 27,600,000 | ||
Purchase price, per unit | $ 10 | $ 100 | |
Proceeds from issuance initial public offering | $ 276,000,000 | ||
Share Price | $ 10 | $ 10 | |
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Threshold percentage of public shares subject to redemption without companys prior written consent | 15.00% | ||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Threshold business days for redemption of public shares | 24 months | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Initial Public Offering | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | 27,600,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 276,000,000 | ||
Deferred underwriting commissions | 9,700,000 | ||
Other offering costs | $ 15,800,000 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | 1.50 | ||
Number of warrants to issued | 5,180,000 | ||
Proceeds received from private placement | $ 7,800,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | 3,600,000 | ||
Over-allotment option | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | 3,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Investments held in Trust Account | 276,012,327 | 276,012,327 | 0 | ||
Transaction costs associated with issuance of warrants | 0 | 479,738 | |||
Offering costs | 0 | $ 15,338,050 | 15,300,000 | ||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Class A Common Stock Subject to Redemption | |||||
Ordinary shares, shares subject to possible redemption | 24,839,093 | 24,839,093 | 0 | ||
Class B Common Stock | |||||
Ordinary shares, shares subject to possible redemption | 6,900,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Income allocable to Class A ordinary shares | |||
Income from investments held in Trust Account | $ 6,882 | $ 12,327 | |
Net income (loss) | (3,506,316) | $ 1,318,311 | (2,188,005) |
Class A Common Stock Subject to Redemption | |||
Numerator: Income allocable to Class A ordinary shares | |||
Income from investments held in Trust Account | 6,882 | 12,327 | |
Net income (loss) attributable | $ 6,882 | $ 12,327 | |
Denominator: Weighted average Class A ordinary shares | |||
Basic and diluted weighted average shares outstanding | 27,600,000 | 27,600,000 | |
Basic and diluted net income (loss) per common share | $ 0 | $ 0 | |
Class B Common Stock | |||
Numerator: Income allocable to Class A ordinary shares | |||
Net income (loss) attributable | $ (3,513,198) | $ (2,200,332) | |
Denominator: Weighted average Class A ordinary shares | |||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,845,304 | |
Basic and diluted net income (loss) per common share | $ (0.51) | $ (0.32) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jan. 12, 2021 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds received from initial public offering, gross | $ 276,000,000 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 27,600,000 | |
Price per share | $ 10 | 100 |
Proceeds received from initial public offering, gross | $ 276,000,000 | |
Deferred offering costs | 15,800,000 | |
Deferred underwriting commission | $ 9,700,000 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.33 | |
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price per share | $ 10 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,600,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 12, 2021 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds received from private placement | $ 7,770,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to issued | 5,180,000 | |
Price of warrants | $ 1.50 | |
Proceeds received from private placement | $ 7,800,000 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Threshold period for not to transfer, assign or sell any warrants, after the completion of the initial business combination | 30 days | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to issued | 5,180,000 | |
Proceeds received from private placement | $ 7,800,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Class B Common Stock | Jan. 12, 2021shares | Jan. 07, 2021shares | Dec. 04, 2020shares | Oct. 16, 2020USD ($)shares | Jun. 30, 2021D$ / sharesshares | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | ||||||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |||
Shares subject to forfeiture | 900,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Number of shares issued | 5,750,000 | |||||
Number of shares transferred | 140,000 | |||||
Common shares, shares outstanding | 6,900,000 | |||||
Shares subject to forfeiture | 900,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 900,000 | |||||
Over-allotment option | Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Shares no longer subject to forfeiture | 900,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Oct. 31, 2020 | Jun. 30, 2021 | Jan. 19, 2021 | Oct. 13, 2020 |
Related Party Transaction [Line Items] | ||||
Outstanding balance of related party note | $ 0 | |||
Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 1.50 | |||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Amount borrowed | $ 141,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 12, 2021 | Jun. 30, 2021 |
Granted term | 45 days | |
Underwriting discount per unit | $ 0.20 | |
Underwriter discount | $ 5.5 | |
Deferred fee per unit | $ 0.35 | |
Deferred underwriting commissions | $ 9.7 | |
Initial Public Offering | ||
Number of units issued | 27,600,000 | |
Over-allotment option | ||
Number of units issued | 3,600,000 |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES (Details) | 6 Months Ended | |
Jun. 30, 2021item$ / sharesshares | Dec. 31, 2020shares | |
Class of Warrant or Right [Line Items] | ||
Consecutive trading days | item | 10 | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 0 | |
Shares issuable per warrant | shares | 0.361 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 5,180,000 | |
Exercise price of warrants | $ 11.50 | |
Threshold period for not to transfer, assign or sell any warrants, after the completion of the initial business combination | 30 days | |
Shares issuable per warrant | shares | 1 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 9,200,000 | |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold period for filling registration statement after business combination | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Exercise price of warrants | $ 11.50 | |
Public Warrants expiration term | 5 years | |
Threshold issue price per share | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60 | |
Threshold trading days determining volume weighted average price | 10 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | item | 30 | |
Redemption period | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
SHAREHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) | Jan. 07, 2021shares | Jun. 30, 2021Vote$ / sharesshares | Jan. 12, 2021shares | Dec. 31, 2020$ / sharesshares | Oct. 16, 2020shares |
Class of Stock [Line Items] | |||||
Aggregated shares issued upon converted basis (in percent) | 20.00% | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 350,000,000 | 350,000,000 | |||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 2,760,907 | 0 | |||
Common shares, shares outstanding (in shares) | 2,760,907 | 0 | |||
Class A Common Stock Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Class A common stock subject to possible redemption, issued (in shares) | 24,839,093 | 0 | |||
Class B common stock subject to possible redemption, outstanding (in shares) | 24,839,093 | 0 | |||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 150,000,000 | 150,000,000 | |||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 5,750,000 | ||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||
Shares subject to forfeiture | 900,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Class B common stock subject to possible redemption, outstanding (in shares) | 6,900,000 | ||||
Class B Common Stock | Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Shares subject to forfeiture | 900,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Jun. 30, 2021USD ($) |
Derivative warrant liabilities: | |
Derivative warrant liabilities | $ 14,092,400 |
Level 1 | Recurring | Public Warrants | |
Derivative warrant liabilities: | |
Derivative warrant liabilities | 9,016,000 |
Level 1 | U.S. Treasury Securities | Recurring | |
Assets: | |
Investments held in Trust Account | 276,012,327 |
Level 3 | Recurring | Private Placement Warrants | |
Derivative warrant liabilities: | |
Derivative warrant liabilities | $ 5,076,400 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss recognized due to increase in fair value of liabilities | $ 3,255,600 | $ 1,242,400 |
Exercise price | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 11.50 | 11.50 |
Stock Price | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 9.70 | 9.70 |
Expected life (in years) | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 6.04 | 6.04 |
Volatility | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 14.80 | 14.80 |
Risk-free interest rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 1.04 | 1.04 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Public and Private Warrants | $ 12,850,000 | |
Transfer of Public Warrants to Level 1 | (8,188,000) | |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Warrant liabilities at beginning period | $ 3,936,800 | |
Change in fair value of warrant liabilities | 1,139,600 | (725,200) |
Derivative warrant liabilities at end of period | $ 5,076,400 | $ 3,936,800 |