Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 19, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39860 | |
Entity Registrant Name | PROVIDENT ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Unit 11C/D | |
Entity Address, Address Line Two | Kimley Commercial Building | |
Entity Address, Address Line Three | 142 – 146 Queen’s Road Central | |
Entity Address, Country | HK | |
City Area Code | +852 | |
Local Phone Number | 2467 0338 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001830531 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | PAQC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable 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 | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | PAQCW | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | PAQCU | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 643,003 | |
Prepaid expenses | 720,726 | |
Total current assets | 1,363,729 | |
Investments held in Trust Account | 230,002,907 | |
Deferred offering costs | $ 169,668 | |
Total Assets | 231,366,636 | 169,668 |
Current liabilities: | ||
Accrued offering costs and expenses | 11,725 | 71,593 |
Due to related party | 4,000 | |
Note payable - related party | 82,668 | |
Total current liabilities | 15,725 | 154,261 |
Warrant liability | 14,599,832 | |
FPA warrant liability | 980,867 | |
Deferred underwriting commissions | 8,050,000 | |
Total Liabilities | 23,646,424 | 154,261 |
Commitments and Contingencies (Note 7) | ||
Shareholder's Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,425 | |
Retained earnings/(Accumulated deficit) | 4,999,154 | (9,593) |
Total shareholder's equity | 5,000,002 | 15,407 |
Total Liabilities and Shareholder's Equity | 231,366,636 | 169,668 |
Class A Common Stock | ||
Shareholder's Equity: | ||
Common stock | 273 | |
Class A Common Stock Subject to Redemption | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 20,276,514 shares and -0- shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 202,720,210 | |
Class B Common Stock | ||
Shareholder's Equity: | ||
Common stock | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Purchase price, per unit | $ 10 | |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 2,727,979 | 0 |
Common shares, shares outstanding | 2,727,979 | 0 |
Class A Common Stock Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 20,272,021 | 0 |
Purchase price, per unit | $ 10 | $ 10 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 891,208 |
Loss from operations | (891,208) |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | 2,907 |
Expenses incurred for the fair value of warrants exceeding the purchase price | (1,053,214) |
Unrealized gain on change in fair value of warrants | 6,314,538 |
Unrealized gain on change in fair value of FPA warrant liability | 4,304,600 |
Total other income (expense) | 9,568,831 |
Net Income | $ 8,677,623 |
Class A Common Stock Subject to Redemption | |
Other income (expense): | |
Weighted average shares outstanding, basic and diluted | shares | 16,663,136 |
Basic and diluted net income (loss) per common share | $ / shares | $ 0 |
Class A Common Stock And Class B Common Stock, Non-Redeemable Ordinary Shares | |
Other income (expense): | |
Weighted average shares outstanding, basic and diluted | shares | 9,020,198 |
Basic and diluted net income (loss) per common share | $ / shares | $ 0.96 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Class B Common Stock | Additional Paid-in Capital | (Accumulated deficit) Retained earnings | Total |
Balance at the beginning at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (9,593) | $ 15,407 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of units in initial public offering, gross | $ 2,300 | 229,997,700 | 230,000,000 | |||
Sale of units in initial public offering, gross (in shares) | 23,000,000 | |||||
Offering costs | (12,426,195) | (12,426,195) | ||||
Sale of private placement warrants to Sponsor in private placement | 6,600,000 | 6,600,000 | ||||
Initial classification of warrant liability | (19,861,156) | (19,861,156) | ||||
Initial classification of FPA warrant liability | (5,285,467) | (5,285,467) | ||||
Class A ordinary shares subject to possible redemption | $ (2,027) | $ (199,049,307) | (3,668,876) | (202,720,210) | ||
Class A ordinary shares subject to possible redemption (in shares) | (20,272,021) | |||||
Net income | $ 8,677,623 | 8,677,623 | 8,677,623 | |||
Balance at the end at Mar. 31, 2021 | $ 273 | $ 575 | $ 4,999,154 | $ 5,000,002 | ||
Balance at the end (in shares) at Mar. 31, 2021 | 2,727,979 | 5,750,000 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 8,677,623 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (2,907) |
Expenses incurred for the fair value of warrants exceeding the purchase price | 1,053,214 |
Warrant issuance costs | 778,385 |
Unrealized gain on change in fair value of derivate instruments | (10,619,138) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (720,726) |
Accrued offering costs and expenses | (59,868) |
Due to related party | 4,000 |
Net cash used in operating activities | (889,417) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing Activities: | |
Proceeds received from initial public offering, net of underwriters' discount | 225,400,000 |
Proceeds from private placement | 6,600,000 |
Payment of offering costs | (384,912) |
Repayment of note payable from related party | (82,668) |
Net cash provided by financing activities | 231,532,420 |
Net change in cash | 643,003 |
Cash, end of the period | 643,003 |
Supplemental Non-cash disclosure of cash flow information: | |
Deferred underwriting commissions charged to additional paid in capital | 8,050,000 |
Initial value of ordinary shares subject to possible redemption | 192,266,950 |
Change in value of ordinary shares subject to possible redemption | 10,453,260 |
Initial classification of warrant liability | 20,914,370 |
Initial classification of FPA warrant liability | $ 5,285,467 |
Organization and Business Opera
Organization and Business Operation | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1 — Organization and Business Operation Organization and General Provident Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on October 21, 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 (“Business Combination”). The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from October 21, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) described below, and, since the closing of the IPO, the search for a prospective initial 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 cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability and FPA warrant liability as other income (expense). The Company’s sponsor is Provident Acquisition Holdings Ltd., a Cayman Islands exempted company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 7, 2021 (the “Effective Date”). On January 12, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 23,000,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “public shares”), including the issuance of 3,000,000 Units as a result of the underwriters’ over-allotment option is exercised in full, at $10.00 per Unit generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 6,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $6,600,000, which is described in Note 5. Transaction costs amounted to $12,426,195 consisting of $4,334,777 of underwriting fee, $7,585,860 of deferred underwriting fee (see Note 7), and $505,558 of other offering costs. Trust Account Following the closing of the IPO on January 12, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was only invested in U.S. government securities, within the meaning set forth in 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 which invest only in direct U.S. government treasury obligations, until the earliest of: (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares. If the Company does not complete an initial Business Combination within 24 months from January 12, 2021 (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. Initial Business Combination The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit 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 taxes). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share 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 (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of 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 Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of March 31, 2021, the Company had $643,003 in its operating bank account, and working capital of $1,348,004. The Company’s liquidity needs prior to the Company’s Initial Public Offering and Private Placement had been satisfied through a capital contribution from the Sponsor in the amount of $25,000 (see Note 6) for the founder shares, and an unsecured promissory note from the Sponsor of $82,301 (see Note 6). The Company fully repaid the promissory note to the Sponsor on January 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor, or certain Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 6). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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 the working capital for 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statement | |
Restatement of Previously Issued Financial Statement | Note 2 — Restatement of Previously Issued Financial Statement On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of January 7, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 Public Warrants and (ii) the 6,600,000 Private Warrants (iii) the 2,750,000 Forward Purchase Agreement Warrants (the “FPA Warrants”, see Note 4, Note 5 and Note 7). The Company previously accounted for both Warrants as components of equity and no records on FPA Warrants. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants and FPA Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants and FPA Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. After consultation with the Company’s independent registered public accounting firm, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of January 12, 2021, as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each balance sheet line item as of the dates, indicated: As Previously Reported Adjustment As Restated Balance Sheet at January 12, 2021 Warrant Liability $ — $ 20,914,370 $ 20,914,370 FPA warrant liability — 5,285,467 5,285,467 Class A ordinary share subject to possible redemption 218,466,790 (26,199,840) 192,266,950 Class A ordinary shares 115 262 377 Additional paid-in capital 5,020,165 1,825,398 6,845,563 Accumulated deficit $ (20,853) $ (1,825,657) $ (1,846,510) |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on April 15, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 this financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 Coverage of $250,000. At March 31, 2021, 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in money market funds. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The Company’s public warrants began trading under the ticker PAQCW, beginning on March 1, 2021. After this date, public warrant values per share were based on the observed trading prices of the public warrants on Bloomberg LP as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 as of March 31, 2021. The Company’s private warrant liability and FPA warrant liability are based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability and FPA warrant liability are classified as level 3. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market Fund held in Trust Account $ 230,002,907 $ 230,002,907 $ — $ — $ 230,002,907 $ 230,002,907 $ — $ Liabilities: Public Warrant Liability $ 9,257,500 $ 9,257,500 $ — $ — Private Warrant Liability $ 5,342,332 $ — $ — $ 5,342,332 FPA Warrant Liability $ 980,867 $ — $ — $ 980,867 $ 15,580,699 $ 9,257,500 $ — $ 6,323,199 Offering Costs Associated with the Initial Public Offering FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed at time of IPO closing. As of March 31, 2021, offering costs amounting to $12,426,195 were charged to stockholders’ equity. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. As of March 31, 2021, there are no uncertain tax position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, Class A ordinary share is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,272,021 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Public Offering, (ii) exercise of over-allotment and (iii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 18,100,000 Class A ordinary shares in the aggregate. The Company’s condensed statement of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A ordinary share is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per ordinary share, basic and diluted, for non-redeemable Class B ordinary share is calculated by dividing the net income, adjusted for income attributable to redeemable Class B ordinary shares, by the weighted average number of non-redeemable Class B ordinary shares outstanding for the periods. Non-redeemable 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. Three Months Ended March 31, 2021 Redeemable Class A Ordinary Share Numerator: Earnings allocable to Redeemable Class A Ordinary Share Interest Income $ 2,562 Less: Interest available to be withdrawn for payment of taxes $ (2,562) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Share Redeemable Class A Ordinary Share, Basic and Diluted 16,663,136 Earnings/Basic and Diluted Redeemable Class A Ordinary Share $ — Non-Redeemable Class B Ordinary Share Numerator: Net Income minus Redeemable Net Earnings Net Income $ 8,677,623 Redeemable Net Earnings $ — Non-Redeemable Net Income $ 8,677,623 Denominator: Weighted Average Non-Redeemable Class B Ordinary Share Non-Redeemable Class B Ordinary Share, Basic and Diluted 9,020,198 Earnings/Basic and Diluted Non-Redeemable Ordinary Share $ 0.96 Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering On January 12, 2021, the Company sold 23,000,000 Units, including 3,000,000 Units issued pursuant to the underwriters’ over-allotment option is exercised in full, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one warrant to purchase one Class A ordinary share. The Company paid an underwriting fee at the closing of the IPO of $4,600,000. As of March 31, 2021, an additional fee of $8,050,000 (see Note 7) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Warrants As of March 31, 2021, there were 18,100,000 warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 Company’s board of directors and in the case of any such issuance to the Sponsors or their affiliate, without taking into account any Founder Shares held by the Sponsors 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 the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than thirty (30) business days after the closing of the initial Business Combination, it will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder (the “30-day redemption period”; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (which the Company refers to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); ● if, and only if, the Reference Value (as defined above under “Redemptions for warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,600,000. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On October 28, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised and excluding any adjustment to the outstanding Class B ordinary shares related to the Forward Purchase Agreements described below. On January 12, 2021, the underwriters exercised their over-allotment option in full, hence, 750,000 Founder Shares were no longer subject to forfeiture. On January 5, 2021, the Sponsor transferred an aggregate of 110,000 of its Founder Shares, or 22,000 each The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, 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 (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On October 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to $250,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO. On January 15, 2021, the Company repaid $82,301 to the Sponsor. As of March 31, 2021, the total amount borrowed under the promissory note was $0. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At March 31, 2021, no Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed, commencing on the date of the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $4,000 in expenses in connection with such services for the period from January 7, 2021 (“Effective Date”) to March 31, 2021, as reflected in the accompanying unaudited condensed statement of operations. As of March 31, 2021, the amount due to the Sponsor is $4,000. On April 16, 2021, the Company fully paid the $4,000 to the Sponsor. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s 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 underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $8,050,000 held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Forward Purchase Agreements Prior to the IPO, the Company entered into (i) a Forward Purchase Agreement pursuant to which Ward Ferry agreed to subscribe for an aggregate of 2,500,000 Class A ordinary shares plus 1,250,000 Forward Purchase Warrants for a purchase price of $10.00 multiplied by the number of Class A ordinary shares, or $25,000,000 in the aggregate, in a private placement to close concurrently with the closing of the initial Business Combination. In connection with entering into such Forward Purchase Agreement, the Sponsor agreed to transfer an aggregate of 312,500 Class B ordinary shares to Ward Ferry concurrently with the closing of the IPO for no cash consideration, (ii) a Forward Purchase Agreement pursuant to which PT Nugraha Eka Kencana (“Saratoga”) agreed to subscribe for an aggregate of 1,000,000 Class A ordinary shares plus 500,000 Forward Purchase Warrants for a purchase price of $10.00 multiplied by the number of Class A ordinary shares, or $10,000,000 in the aggregate, in a private placement to close concurrently with the closing of the initial Business Combination, and (iii) a Forward Purchase Agreement pursuant to which Aventis Star Investments Limited, an affiliate of the Sponsor and Provident Group (collectively with Ward Ferry and Saratoga, the “anchor investors”), agreed to subscribe for an aggregate of 2,000,000 Class A ordinary shares plus 1,000,000 Forward Purchase Warrants for a purchase price of $10.00 multiplied by the number of Class A ordinary shares, or $20,000,000 in the aggregate, in a private placement to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants will have the same derivatives. On January 12, 2021, the Sponsor transferred an aggregate of 312,500 Class B ordinary shares to Ward Ferry (see Note 6). The Forward Purchase Agreements also provide that the anchor investors are entitled to registration rights with respect to (A) the forward purchase securities and Class A ordinary shares underlying the Forward Purchase Warrants and Founder Shares, (B) any other Class A ordinary shares or warrants acquired by the anchor investors, including any time after the Company completes its initial Business Combination, and (C) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (A) and (B) by way of a share capitalization or share sub-division or in connection with a combination of shares recapitalization, merger, consolidation or reorganization. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8 — Shareholders’ Equity Preference Shares Class A Ordinary Shares issued outstanding Class B Ordinary Shares 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 Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares issued and outstanding upon completion of the IPO will equal, in the aggregate, 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issuable upon conversion of the Class B ordinary shares issued and outstanding upon completion of the IPO, plus (iii) 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 (including the forward purchase shares but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, minus (iv) the number of Class A ordinary shares redeemed by public shareholders; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on April 15, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 this financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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 Coverage of $250,000. At March 31, 2021, 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in money market funds. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The Company’s public warrants began trading under the ticker PAQCW, beginning on March 1, 2021. After this date, public warrant values per share were based on the observed trading prices of the public warrants on Bloomberg LP as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 as of March 31, 2021. The Company’s private warrant liability and FPA warrant liability are based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability and FPA warrant liability are classified as level 3. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market Fund held in Trust Account $ 230,002,907 $ 230,002,907 $ — $ — $ 230,002,907 $ 230,002,907 $ — $ Liabilities: Public Warrant Liability $ 9,257,500 $ 9,257,500 $ — $ — Private Warrant Liability $ 5,342,332 $ — $ — $ 5,342,332 FPA Warrant Liability $ 980,867 $ — $ — $ 980,867 $ 15,580,699 $ 9,257,500 $ — $ 6,323,199 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed at time of IPO closing. As of March 31, 2021, offering costs amounting to $12,426,195 were charged to stockholders’ equity. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. As of March 31, 2021, there are no uncertain tax position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, Class A ordinary share is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,272,021 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Income Per Share | Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Public Offering, (ii) exercise of over-allotment and (iii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 18,100,000 Class A ordinary shares in the aggregate. The Company’s condensed statement of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A ordinary share is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per ordinary share, basic and diluted, for non-redeemable Class B ordinary share is calculated by dividing the net income, adjusted for income attributable to redeemable Class B ordinary shares, by the weighted average number of non-redeemable Class B ordinary shares outstanding for the periods. Non-redeemable 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. Three Months Ended March 31, 2021 Redeemable Class A Ordinary Share Numerator: Earnings allocable to Redeemable Class A Ordinary Share Interest Income $ 2,562 Less: Interest available to be withdrawn for payment of taxes $ (2,562) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Share Redeemable Class A Ordinary Share, Basic and Diluted 16,663,136 Earnings/Basic and Diluted Redeemable Class A Ordinary Share $ — Non-Redeemable Class B Ordinary Share Numerator: Net Income minus Redeemable Net Earnings Net Income $ 8,677,623 Redeemable Net Earnings $ — Non-Redeemable Net Income $ 8,677,623 Denominator: Weighted Average Non-Redeemable Class B Ordinary Share Non-Redeemable Class B Ordinary Share, Basic and Diluted 9,020,198 Earnings/Basic and Diluted Non-Redeemable Ordinary Share $ 0.96 |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statement | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As Previously Reported Adjustment As Restated Balance Sheet at January 12, 2021 Warrant Liability $ — $ 20,914,370 $ 20,914,370 FPA warrant liability — 5,285,467 5,285,467 Class A ordinary share subject to possible redemption 218,466,790 (26,199,840) 192,266,950 Class A ordinary shares 115 262 377 Additional paid-in capital 5,020,165 1,825,398 6,845,563 Accumulated deficit $ (20,853) $ (1,825,657) $ (1,846,510) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market Fund held in Trust Account $ 230,002,907 $ 230,002,907 $ — $ — $ 230,002,907 $ 230,002,907 $ — $ Liabilities: Public Warrant Liability $ 9,257,500 $ 9,257,500 $ — $ — Private Warrant Liability $ 5,342,332 $ — $ — $ 5,342,332 FPA Warrant Liability $ 980,867 $ — $ — $ 980,867 $ 15,580,699 $ 9,257,500 $ — $ 6,323,199 |
Reconciliation of Net Loss per Common Share | Three Months Ended March 31, 2021 Redeemable Class A Ordinary Share Numerator: Earnings allocable to Redeemable Class A Ordinary Share Interest Income $ 2,562 Less: Interest available to be withdrawn for payment of taxes $ (2,562) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Share Redeemable Class A Ordinary Share, Basic and Diluted 16,663,136 Earnings/Basic and Diluted Redeemable Class A Ordinary Share $ — Non-Redeemable Class B Ordinary Share Numerator: Net Income minus Redeemable Net Earnings Net Income $ 8,677,623 Redeemable Net Earnings $ — Non-Redeemable Net Income $ 8,677,623 Denominator: Weighted Average Non-Redeemable Class B Ordinary Share Non-Redeemable Class B Ordinary Share, Basic and Diluted 9,020,198 Earnings/Basic and Diluted Non-Redeemable Ordinary Share $ 0.96 |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | $ 10 |
Proceeds from private placement | $ 6,600,000 | |
Transaction costs | 12,426,195 | |
Underwriting fees | 4,334,777 | |
Deferred underwriting fee | 7,585,860 | |
Other offering costs | 505,558 | |
Cash held outside the Trust Account | 643,003 | |
Payments for investment of cash in Trust Account | 230,000,000 | |
Maximum Allowed Dissolution Expenses | 100,000 | |
Working Capital | 1,348,004 | |
Issuance of Class B common stock to Sponsors | 25,000 | |
Unsecured promissory note from the sponser | $ 82,301 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | 6,600,000 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering, gross (in shares) | 23,000,000 | |
Purchase price, per unit | $ 10 | |
Proceeds from issuance initial public offering | $ 230,000,000 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | 6,600,000 | |
Price of warrant | $ 1 | $ 1 |
Proceeds from private placement | $ 6,600,000 | $ 6,600,000 |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering, gross (in shares) | 3,000,000 | |
Purchase price, per unit | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statement (Details) - USD ($) | Jan. 07, 2021 | Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 |
Warrant Liability | $ 20,914,370 | |||
FPA warrant liability | $ 980,867 | 5,285,467 | ||
Class A ordinary share subject to possible redemption | 192,266,950 | |||
Class A ordinary shares | 377 | |||
Additional paid-in capital | 6,845,563 | $ 24,425 | ||
Accumulated deficit | $ 4,999,154 | (1,846,510) | $ (9,593) | |
Number of forward purchase agreement units | 2,750,000 | |||
Public Warrants | ||||
Number of shares issuable per warrant | 11,500,000 | |||
Private Warrants | ||||
Number of shares issuable per warrant | 6,600,000 | |||
As Previously Reported | ||||
Class A ordinary share subject to possible redemption | 218,466,790 | |||
Class A ordinary shares | 115 | |||
Additional paid-in capital | 5,020,165 | |||
Accumulated deficit | (20,853) | |||
Adjustment | ||||
Warrant Liability | 20,914,370 | |||
FPA warrant liability | 5,285,467 | |||
Class A ordinary share subject to possible redemption | (26,199,840) | |||
Class A ordinary shares | 262 | |||
Additional paid-in capital | 1,825,398 | |||
Accumulated deficit | $ (1,825,657) |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Significant Accounting Policies | |
Federal Deposit Insurance Coverage | $ 250,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Fair Value of financial Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | |
ASSETS | |||
U.S. Money Market Fund held in Trust Account | $ 230,002,907 | ||
Liabilities | |||
Warrant Liability | 15,580,699 | ||
FPA warrant liability | 980,867 | $ 5,285,467 | |
Sale Of Stock Transaction Costs | $ 12,426,195 | ||
Class A Common Stock | |||
Liabilities | |||
Warrants To Purchase Common Stock Shares | 18,100,000 | ||
Class A Common Stock Subject to Redemption | |||
Liabilities | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 20,272,021 | 0 | |
Public Warrant | |||
Liabilities | |||
Warrant Liability | $ 9,257,500 | ||
Private Warrant | |||
Liabilities | |||
Warrant Liability | 5,342,332 | ||
FPA Warrant Liability | |||
Liabilities | |||
FPA warrant liability | 980,867 | ||
Level 1 | |||
ASSETS | |||
U.S. Money Market Fund held in Trust Account | 230,002,907 | ||
Liabilities | |||
Warrant Liability | 9,257,500 | ||
Level 1 | Public Warrant | |||
Liabilities | |||
Warrant Liability | 9,257,500 | ||
Level 3 | |||
Liabilities | |||
Warrant Liability | 6,323,199 | ||
Level 3 | Private Warrant | |||
Liabilities | |||
Warrant Liability | 5,342,332 | ||
Level 3 | FPA Warrant Liability | |||
Liabilities | |||
FPA warrant liability | $ 980,867 |
Significant Accounting Polici_6
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Share | |
Interest earned on marketable securities held in Trust Account | $ 2,907 |
Net Income | 8,677,623 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income | 8,677,623 |
Class A Common Stock | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Share | |
Interest earned on marketable securities held in Trust Account | 2,562 |
Less: Interest available to be withdrawn for payment of taxes | $ (2,562) |
Denominator: Weighted Average Redeemable Class A Ordinary Share | |
Redeemable Class A Ordinary Share, Basic and Diluted | shares | 16,663,136 |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share | |
Weighted average shares outstanding, basic and diluted | shares | 16,663,136 |
Weighted average shares outstanding, basic and diluted | shares | 16,663,136 |
Class B Common Stock | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Share | |
Net Income | $ 8,677,623 |
Denominator: Weighted Average Redeemable Class A Ordinary Share | |
Redeemable Class A Ordinary Share, Basic and Diluted | shares | 9,020,198 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Share | $ / shares | $ 0.96 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income | $ 8,677,623 |
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest, Total | $ 8,677,623 |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share | |
Weighted average shares outstanding, basic and diluted | shares | 9,020,198 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Share | $ / shares | $ 0.96 |
Weighted average shares outstanding, basic and diluted | shares | 9,020,198 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Jan. 12, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)item$ / sharesshares | Jan. 11, 2021$ / sharesshares | Jan. 07, 2021shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ 10 | $ 10 | ||
[ThresholdTradingDaysForCalculatingMarketValue] | item | 10 | |||
Threshold trading days for calculating Market Value of shares | item | 10 | |||
Deferred underwriting fee payable | $ | $ 8,050,000 | |||
Payment of Underwriting fee | $ | $ 384,912 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Warrant liability | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ 9.20 | |||
Exercise price of warrants | $ 11.50 | |||
Class of Warrant or Right, Outstanding | shares | 18,100,000 | |||
Percentage Of Gross Proceeds | 60.00% | |||
Warrants And Rights Outstanding Exercisable Term From Closing Of Public Offering | 12 months | |||
Warrants And Rights Outstanding Exercisable Term After Business Combination | 30 days | |||
Warrant Expiration Term | 5 years | |||
Warrant liability | Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price | 115.00% | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | |||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger | $ 10 | |||
Warrant liability | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger | $ 18 | |||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger | $ 18 | |||
Threshold trading days for redemption of public warrants | item | 20 | |||
Threshold consecutive trading days for redemption of public warrants | item | 30 | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger | 10 | |||
Redemption price per public warrant (in dollars per share) | 0.10 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | shares | 11,500,000 | |||
Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | shares | 1,000,000 | |||
Exercise price of warrants | $ 10 | |||
Fair Market Value Exercise Price | $ 0.361 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | shares | 23,000,000 | |||
Purchase price, per unit | $ 10 | |||
Deferred underwriting fee payable | $ | $ 8,050,000 | |||
Payment of Underwriting fee | $ | $ 4,600,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | shares | 3,000,000 | |||
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds from private placement warrants | $ 6,600,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 6,600,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 6,600,000 | |
Price of warrants | $ 1 | $ 1 |
Gross proceeds from private placement warrants | $ 6,600,000 | $ 6,600,000 |
Restrictions on transfer period of time after business combination completion | 30 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jan. 12, 2021shares | Jan. 05, 2021shares | Oct. 31, 2020D | Oct. 28, 2020USD ($)$ / sharesshares | Sep. 26, 2020shares | Mar. 31, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Due to Related Parties, Current | $ | $ 4,000 | |||||
Independent Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 22,000 | |||||
Advisory Service [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 22,000 | |||||
Ward Ferry | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 312,500 | |||||
Founder Shares Member | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 110,000 | |||||
Sale of Stock, Number of Shares Issued in Transaction | 750,000 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | |||||
Founder Shares Member | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 5,750,000 | |||||
Sale of Stock, Price Per Share | $ / shares | $ 0.0001 | |||||
Maximum Common Stock Shares Subject To Forfeiture | $ | $ 750,000 | |||||
Founder Shares Member | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Share Price | $ / shares | $ 0.004 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares Member | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 25,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Apr. 16, 2021 | Jan. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Oct. 28, 2021 |
Related Party Transaction [Line Items] | |||||
Repayment of note payable from related party | $ 82,668 | ||||
Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||
Price of warrant | $ 1 | $ 1 | |||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 250,000 | ||||
Outstanding balance of related party note | $ 0 | $ 0 | |||
Repayment of note payable from related party | $ 82,301 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | 10,000 | ||||
Expenses incurred and paid | 4,000 | ||||
Amount due for administrative service fee | $ 4,000 | $ 4,000 | |||
Administrative service fee paid | $ 4,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 11, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)item | Jan. 12, 2021shares |
Commitments And Contingencies [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Deferred underwriting fee, Percentage | 3.50% | ||
Deferred underwriting fee payable | $ | $ 8,050,000 | ||
Class A Common Stock | |||
Commitments And Contingencies [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | ||
Common Stock, Shares Subscribed but Unissued | 2,000,000 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,000,000 | ||
Class A Common Stock | Private Placement | |||
Commitments And Contingencies [Line Items] | |||
Aggregate Purchase Price Of Warrants Pursuant To Agreements | $ | $ 20,000,000 | ||
Ward Ferry | |||
Commitments And Contingencies [Line Items] | |||
Shares To Be Purchased Pursuant To Agreements | 2,500,000 | ||
Ward Ferry | Class A Common Stock | |||
Commitments And Contingencies [Line Items] | |||
Shares To Be Purchased Pursuant To Agreements | 1,250,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | ||
Aggregate Purchase Price Of Warrants Pursuant To Agreements | $ | $ 25,000,000 | ||
Ward Ferry | Class B Common Stock | |||
Commitments And Contingencies [Line Items] | |||
Shares To Be Purchased Pursuant To Agreements | 312,500 | 312,500 | |
Aggregate Purchase Price Of Warrants Pursuant To Agreements | $ | $ 0 | ||
PT Nugraha Eka Kencana ("Saratoga") | |||
Commitments And Contingencies [Line Items] | |||
Shares To Be Purchased Pursuant To Agreements | 1,000,000 | ||
PT Nugraha Eka Kencana ("Saratoga") | Class A Common Stock | |||
Commitments And Contingencies [Line Items] | |||
Shares To Be Purchased Pursuant To Agreements | 500,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | ||
Aggregate Purchase Price Of Warrants Pursuant To Agreements | $ | $ 10,000,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 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) | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 2,727,979 | 0 |
Common shares, shares outstanding (in shares) | 2,727,979 | 0 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Class A common stock subject to possible redemption, outstanding (in shares) | 20,272,021 | 0 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Ratio to be applied to the stock in the conversion | 1 | |
Percentage of issued and outstanding shares after the proposed public offering collectively held by initial stockholders | 20.00% |