Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Noble Rock Acquisition Corp | |
Trading Symbol | NRAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001831964 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39970 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1566600 | |
Entity Address, Address Line One | 4001 Kennett Pike | |
Entity Address, Address Line Two | Suite 302 | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19807 | |
City Area Code | (302) | |
Local Phone Number | 338-9130 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 24,150,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,037,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,157,128 | |
Prepaid expenses | 378,247 | 6,759 |
Total current assets | 1,535,375 | 6,759 |
Deferred offering costs | 423,000 | |
Investments held in Trust Account | 241,520,900 | |
Total Assets | 243,056,275 | 429,759 |
Current liabilities: | ||
Accounts payable | 90,060 | 15,000 |
Accrued expenses | 140,500 | 262,300 |
Note payable - related party | 45,000 | |
Total current liabilities | 230,560 | 322,300 |
Deferred legal fees | 320,000 | 113,000 |
Deferred underwriting commissions | 9,056,250 | |
Derivative warrant liabilities | 8,699,870 | |
Total liabilities | 18,306,680 | 435,300 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares, $0.0001 par value; 24,150,000 and 0 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020, respectively | 241,500,000 | |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized at September 30, 2021 and December 31, 2020 | ||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,037,500 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 604 | 604 |
Additional paid-in capital | 24,396 | |
Accumulated deficit | (16,751,009) | (30,541) |
Total Shareholders’ Deficit | (16,750,405) | (5,541) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 243,056,275 | $ 429,759 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Class A ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption (in Dollars) | $ 24,150,000 | |
Shares subject to possible redemption per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Class B Ordinary Shares | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,037,500 | 6,037,500 |
Common stock, shares outstanding | 6,037,500 | 6,037,500 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 279,526 | $ 779,464 |
Loss from operations | (279,526) | (779,464) |
Other income (expenses) | ||
Change in fair value of derivative warrant liabilities | 2,054,400 | 9,820,520 |
Financing costs - derivative warrant liabilities | (769,323) | |
Income from investments held in Trust Account | 3,240 | 20,900 |
Net income | $ 1,778,114 | $ 8,292,633 |
Weighted average shares outstanding of Class A ordinary shares, basic (in Shares) | 24,150,000 | 21,142,308 |
Basic net income per share, Class A ordinary shares (in Dollars per share) | $ 0.06 | $ 0.31 |
Weighted average shares outstanding of Class A ordinary shares, diluted (in Shares) | 24,150,000 | 21,142,308 |
Diluted net income per share, Class A ordinary shares (in Dollars per share) | $ 0.06 | $ 0.31 |
Weighted average shares outstanding of Class B ordinary shares, basic (in Shares) | 6,037,500 | 5,939,423 |
Basic net income per share, Class B ordinary shares (in Dollars per share) | $ 0.06 | $ 0.31 |
Weighted average shares outstanding of Class B ordinary shares, diluted (in Shares) | 6,037,500 | 6,037,500 |
Diluted net income per share, Class B ordinary shares (in Dollars per share) | $ 0.06 | $ 0.31 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Changes in Shareholders’ Deficit - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 604 | $ 24,396 | $ (30,541) | $ (5,541) | |
Balance (in Shares) at Dec. 31, 2020 | 6,037,500 | ||||
Excess of cash received over fair value of private placement warrants | 85,150 | 85,150 | |||
Accretion of Class A ordinary shares to redemption amount, (Restated – See Note 2) | (109,546) | (25,013,102) | (25,122,648) | ||
Net income | 2,199,719 | 2,199,719 | |||
Balance at Mar. 31, 2021 | $ 604 | (22,843,924) | (22,843,320) | ||
Balance (in Shares) at Mar. 31, 2021 | 6,037,500 | ||||
Net income | 4,314,801 | 4,314,801 | |||
Balance at Jun. 30, 2021 | $ 604 | (18,529,123) | (18,528,519) | ||
Balance (in Shares) at Jun. 30, 2021 | 6,037,500 | ||||
Net income | 1,778,114 | 1,778,114 | |||
Balance at Sep. 30, 2021 | $ 604 | $ (16,751,009) | $ (16,750,405) | ||
Balance (in Shares) at Sep. 30, 2021 | 6,037,500 |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 8,292,633 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Income from investments held in Trust Account | (20,900) |
Change in fair value of derivative warrant liabilities | (9,820,520) |
Financing costs - derivative warrant liabilities | 769,323 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (371,487) |
Accounts payable | 50,060 |
Accrued expenses | 58,200 |
Net cash used in operating activities | (1,042,691) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (241,500,000) |
Net cash used in investing activities | (241,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable related party | 150,000 |
Repayment of note payable to related party | (195,000) |
Proceeds received from initial public offering, gross | 241,500,000 |
Proceeds received from private placement | 6,830,004 |
Reimbursement from underwriter | 603,750 |
Offering costs paid | (5,188,935) |
Net cash provided by financing activities | 243,699,819 |
Net increase in cash | 1,157,128 |
Cash - beginning of the period | |
Cash - end of the period | 1,157,128 |
Supplemental disclosure of noncash financing activities: | |
Offering costs included in accounts payable | 25,000 |
Offering costs included in accrued expenses | 70,000 |
Offering costs included in deferred legal fees | 320,000 |
Deferred underwriting commissions | $ 9,056,250 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Noble Rock Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 4, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not yet commenced operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, 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 generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering The Company’s sponsor is Noble Rock Sponsor LLC, a Cayman Island limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 1, 2021. On February 4, 2021, the Company consummated its Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.4 million. Of these offering costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,553,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity,” (“ASC 480). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 4, 2023, (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and capital resources As of September 30, 2021, the Company had approximately $1.2 million in its operating bank account and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of $195,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements of the Company have been prepared in U.S. dollars and in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements in the Annual Form 10-K filed by the Company with the SEC on April 8, 2021. Restatement to previously reported financial statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on February 10, 2021 (the “Post-IPO Balance Sheet”) that was previously revised and reported in its Form 10-Q for the quarterly period ended March 31, 2021, and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The previously reported Post-IPO Balance Sheet and Affected Quarterly Periods should no longer be relied upon. The impact of the restatement to the Post-IPO Balance Sheet is an increase to Class A ordinary shares subject to possible redemption of approximately $30.8 million, a decrease to additional paid-in capital of $5.1 million, an increase to the accumulated deficit of $25.8 million, and the reclassification of 3,084,049 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below. As of February 4, 2021: As Previously Adjustment As Restated Total assets $ 244,708,259 $ - $ 244,708,259 Total liabilities $ 29,048,740 $ - $ 29,048,740 Class A common stock subject to possible redemption $ 210,659,510 $ 30,840,490 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 308 $ (308 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ 5,827,080 $ (5,827,080 ) $ - Accumulated deficit $ (827,981 ) $ (25,013,104 ) $ (25,841,085 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (30,840,490 ) $ (25,840,481 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 244,708,259 $ - $ 244,708,259 The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Reported Adjustment As Restated Total assets $ 243,586,069 $ - $ 243,586,069 Total liabilities $ 24,929,389 $ - $ 24,929,389 Class A common stock subject to possible redemption $ 213,656,670 $ 27,843,330 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 278 $ (278 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ 2,829,950 $ (2,829,950 ) $ - Accumulated deficit $ 2,169,178 $ (25,013,102 ) $ (22,843,924 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (27,843,330 ) $ (22,843,320 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 243,586,069 $ - $ 243,586,069 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021: As Reported Adjustment As Restated Total assets $ 243,287,502 $ - $ 243,287,502 Total liabilities $ 20,316,020 $ - $ 20,316,020 Class A common stock subject to possible redemption $ 217,971,480 $ 23,528,520 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 235 $ (235 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ - $ - $ - Accumulated deficit $ 4,999,163 $ (23,528,285 ) $ (18,529,122 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (23,528,520 ) $ (18,528,518 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 243,287,502 $ - $ 243,287,502 The tables below present the effect of the financial statement adjustments related to the restatements discussed above on the Company’s previously reported condensed statement of changes in shareholders’ equity (deficit) for the three months and six months ended June 30, 2021: Three Months Ended March 31, 2021 As Reported Adjustment Restated Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants Class A ordinary shares, par value $0.0001 $ 2,415 $ (2,415 ) $ - Additional paid-in capital $ 229,722,045 $ (229,722,045 ) $ - Offering Costs Additional paid-in capital $ (13,347,104 ) $ 13,347,104 $ - Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares, par value $0.0001 $ 2,137 $ (2,137 ) $ - Additional paid-in capital $ 213,654,533 $ (213,654,533 ) $ - Accretion of Class A Ordinary Shares to Redemption Amount Additional paid-in capital $ - $ (109,546 ) $ (109,546 ) Accumulated deficit $ - $ (25,013,102 ) $ (25,013,102 ) Three Months Ended June 30, 2021 As Reported Adjustment Restated Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares, par value $0.0001 $ (43 ) $ 43 $ - Additional paid-in capital $ (2,829,954 ) $ 2,829,954 $ - Accumulated deficit $ (1,484,816 ) $ 1,484,816 $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (710,396 ) $ - $ (710,396 ) Cash Flows from Investing Activities $ (241,500,000 ) $ - $ (241,500,000 ) Cash Flows from Financing Activities $ 243,699,819 $ - $ 243,699,819 Supplemental Disclosure of Noncash Financing Activities: $ - Offering costs included in accrued expenses $ 95,000 $ - $ 95,000 Offering costs included in deferred legal fees $ 320,000 $ - $ 320,000 Reversal of accrued offering costs $ (250,000 ) $ - $ (250,000 ) Deferred underwriting commissions in connection with the initial public offering $ 9,056,250 $ (9,056,250 ) $ - Initial value of Class A ordinary shares subject to possible redemption $ 210,659,510 $ (210,659,510 ) $ - Change in value of Class A ordinary shares subject to possible redemption $ 2,997,160 $ (2,997,160 ) $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (908,261 ) $ - $ (908,261 ) Cash Flows from Investing Activities $ (241,500,000 ) $ - $ (241,500,000 ) Cash Flows from Financing Activities $ 243,699,820 $ - $ 243,699,820 Supplemental Disclosure of Noncash Financing Activities: $ - Offering costs included in accrued expenses $ 95,000 $ - $ 95,000 Offering costs included in deferred legal fees $ 320,000 $ - $ 320,000 Reversal of accrued offering costs $ (250,000 ) $ - $ (250,000 ) Deferred underwriting commissions in connection with the initial public offering $ 9,056,250 $ - $ 9,056,250 Initial value of Class A ordinary shares subject to possible redemption $ 210,659,510 $ (210,659,510 ) $ - Change in value of Class A ordinary shares subject to possible redemption $ 7,311,973 $ (7,311,973 ) $ - In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: EPS for Class A As Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - basic 21,071,303 (6,044,636 ) 15,026,667 Basic earnings per share $ 0.00 $ 0.11 $ 0.11 Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Diluted Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - diluted 21,071,303 (6,044,636 ) 15,026,667 Diluted earnings per share $ - $ 0.10 $ 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted Net income $ 4,314,801 $ - $ 4,314,801 Weighted average shares outstanding 21,370,409 2,779,591 24,150,000 Basic and diluted earnings per share $ 0.00 $ 0.14 $ 0.14 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding - basic 21,256,464 (1,642,928 ) 19,613,536 Basic earnings per share $ - $ 0.26 $ 0.26 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding 21,256,464 (1,642,928 ) 19,613,536 Diluted earnings per share $ 0.00 $ 0.25 $ 0.25 EPS for Class B As Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - basic 7,655,634 (1,915,634 ) 5,740,000 Basic earnings per share $ 0.29 $ (0.18 ) $ 0.11 Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Diluted Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - diluted 7,655,634 (1,618,134 ) 6,037,500 Diluted earnings per share $ 0.29 $ (0.19 ) $ 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted Net income $ 4,314,801 $ - $ 4,314,801 Weighted average shares outstanding 8,817,091 (2,779,591 ) 6,037,500 Basic and diluted earnings per share $ 0.49 $ (0.35 ) $ 0.14 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding - basic 8,239,571 (2,349,999 ) 5,889,572 Basic earnings per share $ 0.79 $ (0.53 ) $ 0.26 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding 8,239,571 (2,202,071 ) 6,037,500 Diluted earnings per share $ 0.79 $ (0.54 ) $ 0.25 Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, the Company had no cash equivalents held outside the Trust Account. Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the unaudited condensed balance sheets. Fair value measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 24,150,000 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 11,775,540 shares of Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 787,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income - Basic $ 1,422,491 $ 355,623 $ 6,473,936 $ 1,818,697 Allocation of net income - Diluted $ 1,442,491 $ 355,623 $ 6,450,575 $ 1,842,058 Denominator: Basic weighted average ordinary shares outstanding 24,150,000 6,037,500 21,142,308 5,939,423 Diluted weighted average ordinary shares outstanding 24,150,000 6,037,500 21,142,308 6,037,500 Basic net income per ordinary share $ 0.06 $ 0.06 $ 0.31 $ 0.31 Diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.31 $ 0.31 Recent accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On February 4, 2021, the Company consummated its Initial Public Offering of 24,150,000 Units, which includes 3,150,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.4 million. Of these offering costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees, respectively. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,553,334 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million. On February 4, 2021, the day of issuance, the fair value of the Private Placement warrants was approximately $6.7 million compared to the gross proceeds received of approximately $6.8 million, therefore, an excess of approximately $85,000 cash was received over the fair value of the Private Placement warrants. The excess in cash received over the fair value of the Private Placement warrants is recorded as additional paid in capital on the unaudited condensed statement of changes in shareholders’ equity. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 11, 2020, the initial shareholders paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). On February 1, 2021, the Company declared a stock dividend with respect to the Class B ordinary shares such that 0.05 Class B ordinary shares were issued for every one Class B ordinary share, resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. The initial shareholders agreed to forfeit up to an aggregate of 787,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 787,500 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of 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, the Founder Shares will be released from the lockup. Related Party Loans On November 11, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. Through February 4, 2021, the Company borrowed a total of $195,000 and repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor a total of $30,000 per month for office space, administrative, financial and support services. For the three and nine months ended September 30, 2021, the Company incurred expenses under this agreement of $90,000, and $240,000, respectively, included as general and administrative expenses on the accompanying unaudited condensed statements of operations. As of September 30, 2021, there were no amounts payable for these services. In addition, the Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 6. COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,150,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 4, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.375 per unit, or approximately $9.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company received reimbursement from the underwriters of certain expenses in connection with the Initial Public Offering in the aggregate amount of $603,750, equal to 0.25% of the offering gross proceeds. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $250,000. The deferred fee will become payable in the event that the Company completes a Business Combination. As of September 30, 2021, the Company had deferred legal fees of approximately $320,000 in connection with such services on the accompanying balance sheet. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 7. DERIVATIVE WARRANT LIABILITIES As of September 30, 2021, the Company had 8,050,000 Public Warrants and 4,553,334 Private Placement Warrants outstanding. There were no warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional 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 share (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 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, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $10.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of warrants when the price per share of Class A ordinary shares 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 a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A ordinary shares 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 Class A ordinary shares determined by reference to an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The fair market value of Class A ordinary shares mentioned above shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject To Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 24,150,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption. There were no Class A shares outstanding as of December 31, 2020. As of September 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet is reconciled on the following table: As of 2021 Gross Proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,775,540 ) Class A ordinary shares issuance costs (13,347,108 ) Plus: Accretion of carrying value to redemption value 25,122,648 Class A ordinary shares subject to possible redemption $ 241,500,000 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Shareholders Deficit [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, 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 excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 241,520,900 $ - $ - $ 241,520,900 Liabilities: Derivative public warrant liabilities $ 5,513,450 $ - $ - $ 5,513,450 Derivative private warrant liabilities - - 3,186,420 3,186,420 Total derivative warrant liabilities $ 247,034,350 $ - $ 3,186,420 $ 8,699,870 There were no assets or liabilities measured on a recurring basis as of December 31, 2020. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between Level 3 and Level 1 of public warrants during the three months ended September 30, 2021. In March 2021, as the Public Warrants begun separately trading, the fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement. Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model. Subsequently, the fair value of the Public Warrants has been determined based on the observable listed trading price for such warrants. The fair value of the Private Placement Warrants has initially and subsequently been measured at fair value using a Black-Scholes Merton (BSM) model. For the three and nine months ended September 30, 2021, the Company recognized a gain resulting from a decrease in the fair value of liabilities of approximately $2.1 million and $9.8 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and BSM model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Changes in these valuation assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 4, September 30, Exercise price 11.50 11.50 Stock Price $ 9.87 $ 9.71 Option term to M&A 5.00 5.00 Volatility 20 % 12 % Risk-free interest rate 0.64 % 1.09 % The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the three and nine months ended September 30, 2021, is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants - Level 3 18,520,390 Transfer of Public Warrants to Level 1 measurement (11,775,540 ) Change in fair value of derivative warrant liabilities - Level 3 (1,179,769 ) Derivative warrant liabilities at March 31, 2021 - Level 3 5,565,081 Change in fair value of derivative warrant liabilities - Level 3 (1,653,316 ) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 3,911,766 Change in fair value of derivative warrant liabilities - Level 3 (725,346 ) Derivative warrant liabilities at September 30, 2021 - Level 3 $ 3,186,420 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Other the restatements described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements of the Company have been prepared in U.S. dollars and in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements in the Annual Form 10-K filed by the Company with the SEC on April 8, 2021. |
Restatement to previously reported financial statements | Restatement to previously reported financial statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on February 10, 2021 (the “Post-IPO Balance Sheet”) that was previously revised and reported in its Form 10-Q for the quarterly period ended March 31, 2021, and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The previously reported Post-IPO Balance Sheet and Affected Quarterly Periods should no longer be relied upon. The impact of the restatement to the Post-IPO Balance Sheet is an increase to Class A ordinary shares subject to possible redemption of approximately $30.8 million, a decrease to additional paid-in capital of $5.1 million, an increase to the accumulated deficit of $25.8 million, and the reclassification of 3,084,049 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below. As of February 4, 2021: As Previously Adjustment As Restated Total assets $ 244,708,259 $ - $ 244,708,259 Total liabilities $ 29,048,740 $ - $ 29,048,740 Class A common stock subject to possible redemption $ 210,659,510 $ 30,840,490 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 308 $ (308 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ 5,827,080 $ (5,827,080 ) $ - Accumulated deficit $ (827,981 ) $ (25,013,104 ) $ (25,841,085 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (30,840,490 ) $ (25,840,481 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 244,708,259 $ - $ 244,708,259 The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Reported Adjustment As Restated Total assets $ 243,586,069 $ - $ 243,586,069 Total liabilities $ 24,929,389 $ - $ 24,929,389 Class A common stock subject to possible redemption $ 213,656,670 $ 27,843,330 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 278 $ (278 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ 2,829,950 $ (2,829,950 ) $ - Accumulated deficit $ 2,169,178 $ (25,013,102 ) $ (22,843,924 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (27,843,330 ) $ (22,843,320 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 243,586,069 $ - $ 243,586,069 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021: As Reported Adjustment As Restated Total assets $ 243,287,502 $ - $ 243,287,502 Total liabilities $ 20,316,020 $ - $ 20,316,020 Class A common stock subject to possible redemption $ 217,971,480 $ 23,528,520 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 235 $ (235 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ - $ - $ - Accumulated deficit $ 4,999,163 $ (23,528,285 ) $ (18,529,122 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (23,528,520 ) $ (18,528,518 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 243,287,502 $ - $ 243,287,502 The tables below present the effect of the financial statement adjustments related to the restatements discussed above on the Company’s previously reported condensed statement of changes in shareholders’ equity (deficit) for the three months and six months ended June 30, 2021: Three Months Ended March 31, 2021 As Reported Adjustment Restated Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants Class A ordinary shares, par value $0.0001 $ 2,415 $ (2,415 ) $ - Additional paid-in capital $ 229,722,045 $ (229,722,045 ) $ - Offering Costs Additional paid-in capital $ (13,347,104 ) $ 13,347,104 $ - Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares, par value $0.0001 $ 2,137 $ (2,137 ) $ - Additional paid-in capital $ 213,654,533 $ (213,654,533 ) $ - Accretion of Class A Ordinary Shares to Redemption Amount Additional paid-in capital $ - $ (109,546 ) $ (109,546 ) Accumulated deficit $ - $ (25,013,102 ) $ (25,013,102 ) Three Months Ended June 30, 2021 As Reported Adjustment Restated Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares, par value $0.0001 $ (43 ) $ 43 $ - Additional paid-in capital $ (2,829,954 ) $ 2,829,954 $ - Accumulated deficit $ (1,484,816 ) $ 1,484,816 $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (710,396 ) $ - $ (710,396 ) Cash Flows from Investing Activities $ (241,500,000 ) $ - $ (241,500,000 ) Cash Flows from Financing Activities $ 243,699,819 $ - $ 243,699,819 Supplemental Disclosure of Noncash Financing Activities: $ - Offering costs included in accrued expenses $ 95,000 $ - $ 95,000 Offering costs included in deferred legal fees $ 320,000 $ - $ 320,000 Reversal of accrued offering costs $ (250,000 ) $ - $ (250,000 ) Deferred underwriting commissions in connection with the initial public offering $ 9,056,250 $ (9,056,250 ) $ - Initial value of Class A ordinary shares subject to possible redemption $ 210,659,510 $ (210,659,510 ) $ - Change in value of Class A ordinary shares subject to possible redemption $ 2,997,160 $ (2,997,160 ) $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (908,261 ) $ - $ (908,261 ) Cash Flows from Investing Activities $ (241,500,000 ) $ - $ (241,500,000 ) Cash Flows from Financing Activities $ 243,699,820 $ - $ 243,699,820 Supplemental Disclosure of Noncash Financing Activities: $ - Offering costs included in accrued expenses $ 95,000 $ - $ 95,000 Offering costs included in deferred legal fees $ 320,000 $ - $ 320,000 Reversal of accrued offering costs $ (250,000 ) $ - $ (250,000 ) Deferred underwriting commissions in connection with the initial public offering $ 9,056,250 $ - $ 9,056,250 Initial value of Class A ordinary shares subject to possible redemption $ 210,659,510 $ (210,659,510 ) $ - Change in value of Class A ordinary shares subject to possible redemption $ 7,311,973 $ (7,311,973 ) $ - In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: EPS for Class A As Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - basic 21,071,303 (6,044,636 ) 15,026,667 Basic earnings per share $ 0.00 $ 0.11 $ 0.11 Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Diluted Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - diluted 21,071,303 (6,044,636 ) 15,026,667 Diluted earnings per share $ - $ 0.10 $ 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted Net income $ 4,314,801 $ - $ 4,314,801 Weighted average shares outstanding 21,370,409 2,779,591 24,150,000 Basic and diluted earnings per share $ 0.00 $ 0.14 $ 0.14 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding - basic 21,256,464 (1,642,928 ) 19,613,536 Basic earnings per share $ - $ 0.26 $ 0.26 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding 21,256,464 (1,642,928 ) 19,613,536 Diluted earnings per share $ 0.00 $ 0.25 $ 0.25 EPS for Class B As Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - basic 7,655,634 (1,915,634 ) 5,740,000 Basic earnings per share $ 0.29 $ (0.18 ) $ 0.11 Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Diluted Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - diluted 7,655,634 (1,618,134 ) 6,037,500 Diluted earnings per share $ 0.29 $ (0.19 ) $ 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted Net income $ 4,314,801 $ - $ 4,314,801 Weighted average shares outstanding 8,817,091 (2,779,591 ) 6,037,500 Basic and diluted earnings per share $ 0.49 $ (0.35 ) $ 0.14 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding - basic 8,239,571 (2,349,999 ) 5,889,572 Basic earnings per share $ 0.79 $ (0.53 ) $ 0.26 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding 8,239,571 (2,202,071 ) 6,037,500 Diluted earnings per share $ 0.79 $ (0.54 ) $ 0.25 |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, the Company had no cash equivalents held outside the Trust Account. |
Investments held in Trust Account | Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of financial instruments | Fair Value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the unaudited condensed balance sheets. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity |
Offering costs associated with the Initial Public Offering | Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 24,150,000 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. |
Income taxes | Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net income per ordinary share | Net income per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 11,775,540 shares of Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 787,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income - Basic $ 1,422,491 $ 355,623 $ 6,473,936 $ 1,818,697 Allocation of net income - Diluted $ 1,442,491 $ 355,623 $ 6,450,575 $ 1,842,058 Denominator: Basic weighted average ordinary shares outstanding 24,150,000 6,037,500 21,142,308 5,939,423 Diluted weighted average ordinary shares outstanding 24,150,000 6,037,500 21,142,308 6,037,500 Basic net income per ordinary share $ 0.06 $ 0.06 $ 0.31 $ 0.31 Diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.31 $ 0.31 |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of restatement of balance sheet | As of February 4, 2021: As Previously Adjustment As Restated Total assets $ 244,708,259 $ - $ 244,708,259 Total liabilities $ 29,048,740 $ - $ 29,048,740 Class A common stock subject to possible redemption $ 210,659,510 $ 30,840,490 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 308 $ (308 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ 5,827,080 $ (5,827,080 ) $ - Accumulated deficit $ (827,981 ) $ (25,013,104 ) $ (25,841,085 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (30,840,490 ) $ (25,840,481 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 244,708,259 $ - $ 244,708,259 As of March 31, 2021 As Reported Adjustment As Restated Total assets $ 243,586,069 $ - $ 243,586,069 Total liabilities $ 24,929,389 $ - $ 24,929,389 Class A common stock subject to possible redemption $ 213,656,670 $ 27,843,330 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 278 $ (278 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ 2,829,950 $ (2,829,950 ) $ - Accumulated deficit $ 2,169,178 $ (25,013,102 ) $ (22,843,924 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (27,843,330 ) $ (22,843,320 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 243,586,069 $ - $ 243,586,069 As of June 30, 2021: As Reported Adjustment As Restated Total assets $ 243,287,502 $ - $ 243,287,502 Total liabilities $ 20,316,020 $ - $ 20,316,020 Class A common stock subject to possible redemption $ 217,971,480 $ 23,528,520 $ 241,500,000 Preferred stock $ - Class A ordinary shares $ 235 $ (235 ) $ - Class B ordinary shares $ 604 $ - $ 604 Additional paid-in captial $ - $ - $ - Accumulated deficit $ 4,999,163 $ (23,528,285 ) $ (18,529,122 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (23,528,520 ) $ (18,528,518 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 243,287,502 $ - $ 243,287,502 |
Schedule of restatement of changes in shareholders’ equity (deficit) | Three Months Ended March 31, 2021 As Reported Adjustment Restated Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants Class A ordinary shares, par value $0.0001 $ 2,415 $ (2,415 ) $ - Additional paid-in capital $ 229,722,045 $ (229,722,045 ) $ - Offering Costs Additional paid-in capital $ (13,347,104 ) $ 13,347,104 $ - Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares, par value $0.0001 $ 2,137 $ (2,137 ) $ - Additional paid-in capital $ 213,654,533 $ (213,654,533 ) $ - Accretion of Class A Ordinary Shares to Redemption Amount Additional paid-in capital $ - $ (109,546 ) $ (109,546 ) Accumulated deficit $ - $ (25,013,102 ) $ (25,013,102 ) Three Months Ended June 30, 2021 As Reported Adjustment Restated Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares, par value $0.0001 $ (43 ) $ 43 $ - Additional paid-in capital $ (2,829,954 ) $ 2,829,954 $ - Accumulated deficit $ (1,484,816 ) $ 1,484,816 $ - |
Schedule of statement of cash flows | Three Months Ended March 31, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (710,396 ) $ - $ (710,396 ) Cash Flows from Investing Activities $ (241,500,000 ) $ - $ (241,500,000 ) Cash Flows from Financing Activities $ 243,699,819 $ - $ 243,699,819 Supplemental Disclosure of Noncash Financing Activities: $ - Offering costs included in accrued expenses $ 95,000 $ - $ 95,000 Offering costs included in deferred legal fees $ 320,000 $ - $ 320,000 Reversal of accrued offering costs $ (250,000 ) $ - $ (250,000 ) Deferred underwriting commissions in connection with the initial public offering $ 9,056,250 $ (9,056,250 ) $ - Initial value of Class A ordinary shares subject to possible redemption $ 210,659,510 $ (210,659,510 ) $ - Change in value of Class A ordinary shares subject to possible redemption $ 2,997,160 $ (2,997,160 ) $ - Six Months Ended June 30, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (908,261 ) $ - $ (908,261 ) Cash Flows from Investing Activities $ (241,500,000 ) $ - $ (241,500,000 ) Cash Flows from Financing Activities $ 243,699,820 $ - $ 243,699,820 Supplemental Disclosure of Noncash Financing Activities: $ - Offering costs included in accrued expenses $ 95,000 $ - $ 95,000 Offering costs included in deferred legal fees $ 320,000 $ - $ 320,000 Reversal of accrued offering costs $ (250,000 ) $ - $ (250,000 ) Deferred underwriting commissions in connection with the initial public offering $ 9,056,250 $ - $ 9,056,250 Initial value of Class A ordinary shares subject to possible redemption $ 210,659,510 $ (210,659,510 ) $ - Change in value of Class A ordinary shares subject to possible redemption $ 7,311,973 $ (7,311,973 ) $ - |
Schedule of weighted average shares outstanding and basic and diluted earnings per share | EPS for Class A As Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - basic 21,071,303 (6,044,636 ) 15,026,667 Basic earnings per share $ 0.00 $ 0.11 $ 0.11 Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Diluted Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - diluted 21,071,303 (6,044,636 ) 15,026,667 Diluted earnings per share $ - $ 0.10 $ 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted Net income $ 4,314,801 $ - $ 4,314,801 Weighted average shares outstanding 21,370,409 2,779,591 24,150,000 Basic and diluted earnings per share $ 0.00 $ 0.14 $ 0.14 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding - basic 21,256,464 (1,642,928 ) 19,613,536 Basic earnings per share $ - $ 0.26 $ 0.26 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding 21,256,464 (1,642,928 ) 19,613,536 Diluted earnings per share $ 0.00 $ 0.25 $ 0.25 EPS for Class B As Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - basic 7,655,634 (1,915,634 ) 5,740,000 Basic earnings per share $ 0.29 $ (0.18 ) $ 0.11 Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Diluted Net income $ 2,199,719 $ - $ 2,199,719 Weighted average shares outstanding - diluted 7,655,634 (1,618,134 ) 6,037,500 Diluted earnings per share $ 0.29 $ (0.19 ) $ 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted Net income $ 4,314,801 $ - $ 4,314,801 Weighted average shares outstanding 8,817,091 (2,779,591 ) 6,037,500 Basic and diluted earnings per share $ 0.49 $ (0.35 ) $ 0.14 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding - basic 8,239,571 (2,349,999 ) 5,889,572 Basic earnings per share $ 0.79 $ (0.53 ) $ 0.26 Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted Net income $ 6,514,520 $ - $ 6,514,520 Weighted average shares outstanding 8,239,571 (2,202,071 ) 6,037,500 Diluted earnings per share $ 0.79 $ (0.54 ) $ 0.25 |
Schedule of basic and diluted net income per ordinary share | Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income - Basic $ 1,422,491 $ 355,623 $ 6,473,936 $ 1,818,697 Allocation of net income - Diluted $ 1,442,491 $ 355,623 $ 6,450,575 $ 1,842,058 Denominator: Basic weighted average ordinary shares outstanding 24,150,000 6,037,500 21,142,308 5,939,423 Diluted weighted average ordinary shares outstanding 24,150,000 6,037,500 21,142,308 6,037,500 Basic net income per ordinary share $ 0.06 $ 0.06 $ 0.31 $ 0.31 Diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.31 $ 0.31 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject To Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Schedule of class A ordinary shares | As of 2021 Gross Proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,775,540 ) Class A ordinary shares issuance costs (13,347,108 ) Plus: Accretion of carrying value to redemption value 25,122,648 Class A ordinary shares subject to possible redemption $ 241,500,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities | Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 241,520,900 $ - $ - $ 241,520,900 Liabilities: Derivative public warrant liabilities $ 5,513,450 $ - $ - $ 5,513,450 Derivative private warrant liabilities - - 3,186,420 3,186,420 Total derivative warrant liabilities $ 247,034,350 $ - $ 3,186,420 $ 8,699,870 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs at their measurement dates | February 4, September 30, Exercise price 11.50 11.50 Stock Price $ 9.87 $ 9.71 Option term to M&A 5.00 5.00 Volatility 20 % 12 % Risk-free interest rate 0.64 % 1.09 % |
Schedule of fair value of the derivative warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants - Level 3 18,520,390 Transfer of Public Warrants to Level 1 measurement (11,775,540 ) Change in fair value of derivative warrant liabilities - Level 3 (1,179,769 ) Derivative warrant liabilities at March 31, 2021 - Level 3 5,565,081 Change in fair value of derivative warrant liabilities - Level 3 (1,653,316 ) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 3,911,766 Change in fair value of derivative warrant liabilities - Level 3 (725,346 ) Derivative warrant liabilities at September 30, 2021 - Level 3 $ 3,186,420 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Feb. 04, 2021 | Sep. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Initial public offering, description | the Company consummated its Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.4 million. Of these offering costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 6). | |
Private placement warrants (in Shares) | 4,553,334 | |
Private placement warrant price (in Dollars per share) | $ 1.5 | |
Generating gross proceeds | $ 6,800,000 | |
Private placement of the net proceeds | $ 241,500,000 | |
Fair market value, percentage | 80.00% | |
Post-transaction owns or acquires percentage | 50.00% | |
Trust account per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate shares, percentage | 15.00% | |
Business combination to redeem | 100.00% | |
Dissolution expense | $ 100,000 | |
Redemption outstanding public shares | 100.00% | |
Taxes payable | $ 100,000 | |
Business combination, description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |
Operating bank account | $ 1,200,000 | |
Working capital | 1,300,000 | |
Liquidity amount | 25,000 | |
Founder shares | $ 195,000 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Per share price (in Dollars per share) | $ 10 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Net tangible assets (in Dollars) | $ 5,000,001 | |
Class A ordinary shares subject to possible redemption | 24,150,000 | 0 |
Additional paid-in capital (in Dollars) | $ 24,396 | |
Accumulated deficit (in Dollars) | (16,751,009) | $ (30,541) |
Federal depository insurance coverage (in Dollars) | $ 250,000 | |
Purchase aggregate | 11,775,540 | |
Class A Ordinary Shares [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Reclassification of ordinary shares | 3,084,049 | |
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Class A ordinary shares subject to possible redemption | 30,800,000 | |
Additional paid-in capital (in Dollars) | $ 5,100,000 | |
Accumulated deficit (in Dollars) | $ 25,800,000 | |
Class B Ordinary Shares [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares subject to forfeiture | 787,500 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of restatement of balance sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 04, 2021 |
As Reported [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Total assets | $ 243,287,502 | $ 243,586,069 | $ 244,708,259 |
Total liabilities | 20,316,020 | 24,929,389 | 29,048,740 |
Class A common stock subject to possible redemption | 217,971,480 | 213,656,670 | 210,659,510 |
Preferred stock | |||
Class A ordinary shares | 235 | 278 | 308 |
Class B ordinary shares | 604 | 604 | 604 |
Additional paid-in captial | 2,829,950 | 5,827,080 | |
Accumulated deficit | 4,999,163 | 2,169,178 | (827,981) |
Total shareholders’ equity (deficit) | 5,000,002 | 5,000,010 | 5,000,009 |
Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) | 243,287,502 | 243,586,069 | 244,708,259 |
Adjustment [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Total assets | |||
Total liabilities | |||
Class A common stock subject to possible redemption | 23,528,520 | 27,843,330 | 30,840,490 |
Class A ordinary shares | (235) | (278) | (308) |
Class B ordinary shares | |||
Additional paid-in captial | (2,829,950) | (5,827,080) | |
Accumulated deficit | (23,528,285) | (25,013,102) | (25,013,104) |
Total shareholders’ equity (deficit) | (23,528,520) | (27,843,330) | (30,840,490) |
Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) | |||
As Restated [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Total assets | 243,287,502 | 243,586,069 | 244,708,259 |
Total liabilities | 20,316,020 | 24,929,389 | 29,048,740 |
Class A common stock subject to possible redemption | 241,500,000 | 241,500,000 | 241,500,000 |
Class A ordinary shares | |||
Class B ordinary shares | 604 | 604 | 604 |
Additional paid-in captial | |||
Accumulated deficit | (18,529,122) | (22,843,924) | (25,841,085) |
Total shareholders’ equity (deficit) | (18,528,518) | (22,843,320) | (25,840,481) |
Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) | $ 243,287,502 | $ 243,586,069 | $ 244,708,259 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of condensed restatement of changes in shareholders’ equity (deficit) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants [Member] | As Reported [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Class A ordinary shares, par value $0.0001 | $ 2,415 | |
Additional paid-in capital | 229,722,045 | |
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants [Member] | Adjustment [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Class A ordinary shares, par value $0.0001 | (2,415) | |
Additional paid-in capital | (229,722,045) | |
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants [Member] | Restated [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Class A ordinary shares, par value $0.0001 | ||
Additional paid-in capital | ||
Offering Costs [Member] | As Reported [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Additional paid-in capital | (13,347,104) | |
Offering Costs [Member] | Adjustment [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Additional paid-in capital | 13,347,104 | |
Offering Costs [Member] | Restated [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Additional paid-in capital | ||
Class A Ordinary Shares Subject to Possible Redemption [Member] | As Reported [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Class A ordinary shares, par value $0.0001 | $ (43) | 2,137 |
Additional paid-in capital | (2,829,954) | 213,654,533 |
Accumulated deficit | (1,484,816) | |
Class A Ordinary Shares Subject to Possible Redemption [Member] | Adjustment [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Class A ordinary shares, par value $0.0001 | 43 | (2,137) |
Additional paid-in capital | 2,829,954 | (213,654,533) |
Accumulated deficit | 1,484,816 | |
Class A Ordinary Shares Subject to Possible Redemption [Member] | Restated [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Class A ordinary shares, par value $0.0001 | ||
Additional paid-in capital | ||
Accumulated deficit | ||
Accretion of Class A Ordinary Shares to Redemption Amount [Member] | As Reported [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Additional paid-in capital | ||
Accumulated deficit | ||
Accretion of Class A Ordinary Shares to Redemption Amount [Member] | Adjustment [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Additional paid-in capital | (109,546) | |
Accumulated deficit | (25,013,102) | |
Accretion of Class A Ordinary Shares to Redemption Amount [Member] | Restated [Member] | ||
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants | ||
Additional paid-in capital | (109,546) | |
Accumulated deficit | $ (25,013,102) |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of restatement of cash flows - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash Flow from Operating Activities | $ (710,396) | $ (908,261) |
Cash Flows from Investing Activities | (241,500,000) | (241,500,000) |
Cash Flows from Financing Activities | 243,699,819 | 243,699,820 |
Offering costs included in accrued expenses | 95,000 | 95,000 |
Offering costs included in deferred legal fees | 320,000 | 320,000 |
Reversal of accrued offering costs | (250,000) | (250,000) |
Deferred underwriting commissions in connection with the initial public offering | 9,056,250 | 9,056,250 |
Initial value of Class A ordinary shares subject to possible redemption | 210,659,510 | 210,659,510 |
Change in value of Class A ordinary shares subject to possible redemption | 2,997,160 | 7,311,973 |
Adjustment [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash Flow from Operating Activities | ||
Cash Flows from Investing Activities | ||
Cash Flows from Financing Activities | ||
Offering costs included in accrued expenses | ||
Offering costs included in deferred legal fees | ||
Reversal of accrued offering costs | ||
Deferred underwriting commissions in connection with the initial public offering | (9,056,250) | |
Initial value of Class A ordinary shares subject to possible redemption | (210,659,510) | (210,659,510) |
Change in value of Class A ordinary shares subject to possible redemption | (2,997,160) | (7,311,973) |
As Restated [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash Flow from Operating Activities | (710,396) | (908,261) |
Cash Flows from Investing Activities | (241,500,000) | (241,500,000) |
Cash Flows from Financing Activities | 243,699,819 | 243,699,820 |
Offering costs included in accrued expenses | 95,000 | 95,000 |
Offering costs included in deferred legal fees | 320,000 | 320,000 |
Reversal of accrued offering costs | (250,000) | (250,000) |
Deferred underwriting commissions in connection with the initial public offering | 9,056,250 | |
Initial value of Class A ordinary shares subject to possible redemption | ||
Change in value of Class A ordinary shares subject to possible redemption |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per share - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | EPS for Class A Ordinary Shares (Redeemable) [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Net income | $ 4,314,801 | $ 2,199,719 | $ 6,514,520 |
Weighted average shares outstanding - basic | 21,071,303 | 21,256,464 | |
Basic earnings per share | $ 0 | ||
Weighted average shares outstanding - diluted | 21,071,303 | ||
Diluted earnings per share | $ 0 | ||
Weighted average shares outstanding | 21,370,409 | 21,256,464 | |
Basic and diluted earnings per share | $ 0 | ||
As Reported [Member] | EPS for Class B Ordinary Shares (Non-Redeemable) [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Net income | $ 4,314,801 | $ 2,199,719 | $ 6,514,520 |
Weighted average shares outstanding - basic | 7,655,634 | 8,239,571 | |
Basic earnings per share | $ 0.29 | $ 0.79 | |
Weighted average shares outstanding - diluted | 7,655,634 | ||
Diluted earnings per share | $ 0.29 | $ 0.79 | |
Weighted average shares outstanding | 8,817,091 | 8,239,571 | |
Basic and diluted earnings per share | $ 0.49 | ||
Adjustment [Member] | EPS for Class A Ordinary Shares (Redeemable) [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Net income | |||
Weighted average shares outstanding - basic | (6,044,636) | (1,642,928) | |
Basic earnings per share | $ 0.11 | $ 0.26 | |
Weighted average shares outstanding - diluted | (6,044,636) | ||
Diluted earnings per share | $ 0.1 | $ 0.25 | |
Weighted average shares outstanding | 2,779,591 | (1,642,928) | |
Basic and diluted earnings per share | $ 0.14 | ||
Adjustment [Member] | EPS for Class B Ordinary Shares (Non-Redeemable) [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Net income | |||
Weighted average shares outstanding - basic | (1,915,634) | (2,349,999) | |
Basic earnings per share | $ (0.18) | $ (0.53) | |
Weighted average shares outstanding - diluted | (1,618,134) | ||
Diluted earnings per share | $ (0.19) | $ (0.54) | |
Weighted average shares outstanding | (2,779,591) | (2,202,071) | |
Basic and diluted earnings per share | $ (0.35) | ||
As Restated [Member] | EPS for Class A Ordinary Shares (Redeemable) [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Net income | $ 4,314,801 | $ 2,199,719 | $ 6,514,520 |
Weighted average shares outstanding - basic | 15,026,667 | 19,613,536 | |
Basic earnings per share | $ 0.11 | $ 0.26 | |
Weighted average shares outstanding - diluted | 15,026,667 | ||
Diluted earnings per share | $ 0.1 | $ 0.25 | |
Weighted average shares outstanding | 24,150,000 | 19,613,536 | |
Basic and diluted earnings per share | $ 0.14 | ||
As Restated [Member] | EPS for Class B Ordinary Shares (Non-Redeemable) [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Net income | $ 4,314,801 | $ 2,199,719 | $ 6,514,520 |
Weighted average shares outstanding - basic | 5,740,000 | 5,889,572 | |
Basic earnings per share | $ 0.11 | $ 0.26 | |
Weighted average shares outstanding - diluted | 6,037,500 | ||
Diluted earnings per share | $ 0.1 | $ 0.25 | |
Weighted average shares outstanding | 6,037,500 | 6,037,500 | |
Basic and diluted earnings per share | $ 0.14 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Ordinary Shares [Member] | ||
Numerator: | ||
Allocation of net income - Basic | $ 1,422,491 | $ 6,473,936 |
Allocation of net income - Diluted | $ 1,442,491 | $ 6,450,575 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 24,150,000 | 21,142,308 |
Diluted weighted average ordinary shares outstanding | 24,150,000 | 21,142,308 |
Basic net income per ordinary share | $ 0.06 | $ 0.31 |
Diluted net income per ordinary share | $ 0.06 | $ 0.31 |
Class B Ordinary Shares [Member] | ||
Numerator: | ||
Allocation of net income - Basic | $ 355,623 | $ 1,818,697 |
Allocation of net income - Diluted | $ 355,623 | $ 1,842,058 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 6,037,500 | 5,939,423 |
Diluted weighted average ordinary shares outstanding | 6,037,500 | 6,037,500 |
Basic net income per ordinary share | $ 0.06 | $ 0.31 |
Diluted net income per ordinary share | $ 0.06 | $ 0.31 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 04, 2021 | Sep. 30, 2021 |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of share issued (in Shares) | 24,150,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of share issued (in Shares) | 3,150,000 | |
Sale of price per unit (in Dollars per share) | $ 10 | |
Gross proceeds amount | $ 241,500,000 | |
Offering costs | 14,400,000 | |
Deferred underwriting commissions | 9,100,000 | |
Deferred legal fees | $ 320,000 | |
Class A Ordinary Shares [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Feb. 04, 2021 | Sep. 30, 2021 |
Private Placement (Details) [Line Items] | ||
Common stock price, per share (in Dollars per share) | $ 11.5 | |
Gross proceeds | $ 6,800,000 | |
Fair value of private placement warrant | 6,700,000 | |
Cash received fair value of private placement warrants | $ 85,000 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Share issued (in Shares) | 4,553,334 | |
Common stock price, per share (in Dollars per share) | $ 1.5 | |
Gross proceeds | $ 6,800,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 04, 2021 | Feb. 01, 2021 | Nov. 11, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Related Party Transactions (Details) [Line Items] | |||||
Borrowing amount | $ 195,000 | ||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||
Warrants exercise price per share (in Dollars per share) | $ 1.5 | ||||
Office space, administrative, financial and support services | $ 30,000 | ||||
Administrative agreement expenses | $ 90,000 | $ 240,000 | |||
Promissory Note [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Amount of sponsor paid | $ 300,000 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate of shares (in Shares) | 787,500 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate of shares (in Shares) | 787,500 | ||||
Issued and outstanding shares, percentage | 20.00% | ||||
Class B Ordinary Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Dividend per share price (in Dollars per share) | $ 0.05 | ||||
Aggregate of ordinary shares outstanding (in Shares) | 6,037,500 | ||||
Issued and outstanding shares, percentage | 20.00% | ||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate certain expenses | $ 25,000 | ||||
Shares issued (in Shares) | 5,750,000 | ||||
Class B Ordinary Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 12 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Commitments & Contingencies (Details) [Line Items] | |
Underwriting discount, description | The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.375 per unit, or approximately $9.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company received reimbursement from the underwriters of certain expenses in connection with the Initial Public Offering in the aggregate amount of $603,750, equal to 0.25% of the offering gross proceeds. |
Excess of deferred legal fees | $ 250,000 |
Deferred legal fees | $ 320,000 |
Initial Public Offering [Member] | |
Commitments & Contingencies (Details) [Line Items] | |
Additional purchase of shares (in Shares) | shares | 3,150,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Public warrants | shares | 8,050,000 |
Private warrants outstanding | shares | 4,553,334 |
Initial business combination, description | (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering Class A ordinary shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. |
Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrant exercise price | $ 11.5 |
Warrants term | 5 years |
Public warrants, description | In addition, if (x) the Company issues additional 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 share (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 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, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $10.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of (i) the Market Value and (ii) the Newly Issued Price. |
Redemption of warrants, description | 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 Class A ordinary shares determined by reference to an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; ●if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The fair market value of Class A ordinary shares mentioned above shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A ordinary shares per warrant (subject to adjustment) |
Class A Ordinary Shares [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Ordinary shares equals or exceeds per share | $ 18 |
Redemption of warrants, description | 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 a minimum of 30 days’ prior written notice of redemption; and ●if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Redemption of warrants price per share | $ 10 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject To Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class A Ordinary Shares Subject To Possible Redemption (Details) [Line Items] | ||
Class A ordinary shares authorized | 500,000,000 | 500,000,000 |
Class A ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock vote, description | Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. | |
Ordinary shares, shares outstanding | 24,150,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject To Possible Redemption (Details) - Schedule of class A ordinary shares | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of class A ordinary shares [Abstract] | |
Gross Proceeds | $ 241,500,000 |
Less: | |
Proceeds allocated to Public Warrants | (11,775,540) |
Class A ordinary shares issuance costs | (13,347,108) |
Plus: | |
Accretion of carrying value to redemption value | 25,122,648 |
Class A ordinary shares subject to possible redemption | $ 241,500,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | Feb. 01, 2021 | Sep. 30, 2021 | Feb. 04, 2021 | Dec. 31, 2020 | Nov. 11, 2020 |
Shareholders' Deficit (Details) [Line Items] | |||||
Preference shares, authorized | 5,000,000 | 5,000,000 | |||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Stockholders Equity Description | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, 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 excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. | ||||
Founder Shares [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Shares subject to forfeiture | 787,500 | ||||
Issued and outstanding shares percentage | 20.00% | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock vote, description | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. | ||||
Ordinary shares, shares issued | 24,150,000 | ||||
Ordinary shares, shares outstanding | 24,150,000 | ||||
Class B Ordinary Shares [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Ordinary shares, authorized | 50,000,000 | 50,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock vote, description | Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. | ||||
Common stock, issued | 5,750,000 | ||||
Stock split description | On February 1, 2021, the Company declared a stock dividend with respect to the Class B ordinary shares such that 0.05 Class B ordinary shares were issued for each share of Class B ordinary shares, resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. | ||||
Ordinary shares, shares outstanding | 6,037,500 | 6,037,500 | |||
Shares subject to forfeiture | 787,500 | ||||
Issued and outstanding shares percentage | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value of liabilities | $ 2.1 | $ 9.8 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets and liabilities | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Assets | |
Investments held in Trust Account | $ 241,520,900 |
Liabilities: | |
Derivative public warrant liabilities | 5,513,450 |
Derivative private warrant liabilities | 3,186,420 |
Total derivative warrant liabilities | 8,699,870 |
Level 1 [Member] | |
Assets | |
Investments held in Trust Account | 241,520,900 |
Liabilities: | |
Derivative public warrant liabilities | 5,513,450 |
Derivative private warrant liabilities | |
Total derivative warrant liabilities | 247,034,350 |
Level 2 [Member] | |
Assets | |
Investments held in Trust Account | |
Liabilities: | |
Derivative public warrant liabilities | |
Derivative private warrant liabilities | |
Total derivative warrant liabilities | |
Level 3 [Member] | |
Assets | |
Investments held in Trust Account | |
Liabilities: | |
Derivative public warrant liabilities | |
Derivative private warrant liabilities | 3,186,420 |
Total derivative warrant liabilities | $ 3,186,420 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs at their measurement dates - $ / shares | 1 Months Ended | 9 Months Ended |
Feb. 04, 2021 | Sep. 30, 2021 | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs at their measurement dates [Abstract] | ||
Exercise price | $ 11.5 | $ 11.5 |
Stock Price | $ 9.87 | $ 9.71 |
Option term to M&A | 5 years | 5 years |
Volatility | 20.00% | 12.00% |
Risk-free interest rate | 0.64% | 1.09% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - Level 3 [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | |||
Derivative warrant liabilities at January 1, 2021 | |||
Issuance of Public and Private Warrants - Level 3 | 18,520,390 | ||
Transfer of Public Warrants to Level 1 measurement | (11,775,540) | ||
Change in fair value of derivative warrant liabilities - Level 3 | (1,179,769) | ||
Derivative warrant liabilities at March 31, 2021 - Level 3 | $ 5,565,081 | ||
Change in fair value of derivative warrant liabilities - Level 3 | $ (1,653,316) | ||
Derivative warrant liabilities at June 30, 2021 - Level 3 | $ 3,911,766 | ||
Change in fair value of derivative warrant liabilities - Level 3 | $ (725,346) | ||
Derivative warrant liabilities at September 30, 2021 - Level 3 | $ 3,186,420 |