Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 07, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | The Original Form 10-Q included a section within Note 2, Revision to Previously Reported Financial Statements, that described a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s initial public offering (“Initial Public Offering”) on February 5, 2021. As described in Note 2, upon its Initial Public Offering, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by reclassifying all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation 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. Previously, the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Original Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on February 22, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that the Company’s previously issued (i) audited balance sheet as of February 5, 2021 (the “Audited Balance Sheet”), as previously restated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 8, 2021 (the “Q1 Form 10-Q”), and as further revised in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (the “Q3 Form 10-Q”), (ii) unaudited condensed financial statements included in the Q1 Form 10-Q, as revised in the Q3 Form 10-Q, (iii) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, as revised in the Q3 Form 10-Q, and (iv) a section within Note 2 to unaudited condensed financial statements and Item 4 of Part 1 included in the Q3 Form 10-Q, ((ii) through (iv) collectively, the “Affected Periods”), should be restated to report all Class A ordinary shares, par value $0.0001 per share, of the Company (the “Public Shares”) as temporary equity and calculate earnings per share pro rata between the Public Shares and the Company’s Class B ordinary shares, par value $0.0001 per share, and should no longer be relied upon. The reclassification has resulted from a determination by the Company’s management that the Public Shares issued in connection with its initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the Company’s control. Therefore, the Public Shares subject to possible redemption should be valued at $10.00 per share and should not take into account the fact that a redemption of Public Shares cannot result in net tangible assets being less than $5,000,001. As such, the Company will restate its financial statements for the Affected Periods in this Quarterly Report on Form 10-Q/A, for the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021. | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-39983 | |
Entity Registrant Name | KERNEL GROUP HOLDINGS, INC. | |
Entity Central Index Key | 0001832950 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1567976 | |
Entity Address, Address Line One | 2 Rousseau Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94112 | |
City Area Code | 415 | |
Local Phone Number | 404-6356 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | KRNLU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | KRNL | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 30,475,000 | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,618,750 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | KRNLW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 568,040 | $ 0 |
Prepaid expenses | 561,397 | 7,291 |
Total current assets | 1,129,437 | 7,291 |
Investments held in Trust Account | 304,761,959 | 0 |
Deferred offering costs associated with the initial public offering | 0 | 323,450 |
Total Assets | 305,891,396 | 330,741 |
Current liabilities: | ||
Accounts payable | 838,640 | 25,848 |
Accrued expenses | 71,237 | 263,000 |
Accrued expenses - related party | 16,143 | 0 |
Note payable - related party | 0 | 40,000 |
Total current liabilities | 926,020 | 328,848 |
Deferred underwriting commissions | 10,666,250 | 0 |
Warrant liabilities | 14,152,625 | 0 |
Total liabilities | 25,744,895 | 328,848 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,475,000 and 0 shares at $10.00 per share as of September 30, 2021 and December 31, 2020, | 304,750,000 | 0 |
Shareholders' Equity (Deficit): | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 0 | 24,238 |
Accumulated deficit | (24,604,261) | (23,107) |
Total shareholders' equity (deficit) | (24,603,499) | 1,893 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 305,891,396 | 330,741 |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity (Deficit): | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity (Deficit): | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2021 and December 31, 2020 | $ 762 | $ 762 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit): | ||
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,475,000 | |
Shareholders' Equity (Deficit): | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit): | ||
Class A common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,475,000 | 0 |
Class A common stock, redemption price (in dollars per share) | $ 10 | $ 10 |
Shareholders' Equity (Deficit): | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity (Deficit): | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued (in shares) | 7,618,750 | 7,618,750 |
Ordinary shares, shares outstanding (in shares) | 7,618,750 | 7,618,750 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating expenses | ||
General and administrative expenses | $ 240,508 | $ 1,703,529 |
Administrative fees - related party | 30,000 | 80,000 |
Loss from operations | (270,508) | (1,783,529) |
Other income (expenses): | ||
Change in fair value of warrant liabilities | 11,034,250 | 23,682,750 |
Loss on issuance of Private Placement Warrants | 0 | (5,162,500) |
Offering costs associated with issuance of warrants | 0 | (1,259,038) |
Income from investments held in Trust Account | 4,682 | 11,959 |
Net income | $ 10,768,424 | $ 15,489,642 |
Class A Ordinary Shares [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding, basic (in shares) | 30,475,000 | 26,567,949 |
Net income per share, basic (in dollars per share) | $ 0.28 | $ 0.45 |
Weighted average shares outstanding, diluted (in shares) | 30,475,000 | 26,567,949 |
Net income per share, diluted (in dollars per share) | $ 0.28 | $ 0.45 |
Class B Ordinary Shares [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding, basic (in shares) | 7,618,750 | 7,491,346 |
Net income per share, basic (in dollars per share) | $ 0.28 | $ 0.45 |
Weighted average shares outstanding, diluted (in shares) | 7,618,750 | 7,618,750 |
Net income per share, diluted (in dollars per share) | $ 0.28 | $ 0.45 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Ordinary Shares [Member]Class A Ordinary Shares [Member] | Ordinary Shares [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 762 | $ 24,238 | $ (23,107) | $ 1,893 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,618,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion on Class A ordinary shares subject to possible redemption amount | $ 0 | $ 0 | (24,238) | (40,070,796) | (40,095,034) |
Net income (loss) | 0 | 0 | 0 | (6,694,512) | (6,694,512) |
Ending balance at Mar. 31, 2021 | $ 0 | $ 762 | 0 | (46,788,415) | (46,787,653) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 7,618,750 | |||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 762 | 24,238 | (23,107) | 1,893 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,618,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 4,721,218 | ||||
Ending balance at Jun. 30, 2021 | $ 0 | $ 762 | 0 | (35,372,685) | (35,371,923) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 7,618,750 | |||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 762 | 24,238 | (23,107) | 1,893 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,618,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 15,489,642 | ||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 762 | 0 | (24,604,261) | (24,603,499) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 7,618,750 | |||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 762 | 0 | (46,788,415) | (46,787,653) |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 7,618,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 11,415,730 | 11,415,730 |
Ending balance at Jun. 30, 2021 | $ 0 | $ 762 | 0 | (35,372,685) | (35,371,923) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 7,618,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 10,768,424 | 10,768,424 |
Ending balance at Sep. 30, 2021 | $ 0 | $ 762 | $ 0 | $ (24,604,261) | $ (24,603,499) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 7,618,750 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 10,768,424 | $ 15,489,642 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (23,682,750) | |
Loss on issuance of Private Placement Warrants | 0 | 5,162,500 |
Income from investments held in Trust Account | (4,682) | (11,959) |
Offering costs associated with issuance of warrants | 0 | 1,259,038 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (554,106) | |
Accounts payable | 838,243 | |
Accrued expenses | 1,237 | |
Accrued expenses - related party | 16,143 | |
Net cash used in operating activities | (1,482,012) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (304,750,000) | |
Net cash used in investing activities | (304,750,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 37,000 | |
Repayment of note payable to related party | (77,000) | |
Proceeds received from initial public offering, gross | 304,750,000 | |
Proceeds received from private placement | 8,750,000 | |
Offering costs paid | (6,659,948) | |
Net cash provided by financing activities | 306,800,052 | |
Net increase in cash | 568,040 | |
Cash - beginning of the period | 0 | |
Cash - end of the period | $ 568,040 | 568,040 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 70,000 | |
Deferred underwriting commissions | $ 10,666,250 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Kernel Group Holdings, Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from November 10, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and since the closing of the Initial Public Offering, the search for an 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 account from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021. On February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,975,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $304.8 million, and incurring offering costs of approximately $17.4 million, of which approximately $10.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,750,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $8.8 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, approximately $304.8 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 has been invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the "Investment Company Act"), as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, 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 (excluding the deferred underwriting commissions and taxes payable on the interest 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 business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be 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.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be 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 applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 6) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares 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 will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 5, 2023, (the “Combination Period”) or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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 this unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $568,000 in its operating bank account, and working capital of approximately $203,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of $77,000 from the Sponsor under the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid approximately $13,000 of the Note on February 5, 2021 and repaid the remaining amount due on the Note of approximately $64,000 on February 10, 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 (see Note 5). As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Management has determined that the Company has access to funds 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. |
Restatement of Previously Repor
Restatement of Previously Reported Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Reported Financial Statements [Abstract] | |
Restatement of Previously Reported Financial Statements | Note 2 - Restatement of Previously Reported Financial Statements Subsequent to the filing of the 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company concluded it should restate its previously reported financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance, 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, or total shareholders’ 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. The Company revised this interpretation to include temporary equity in net intangible assets. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company restated 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. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity, to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and calculate earnings per share pro rata between the two classes of shares. As such, the Company is reporting these restatements to the Affected Quarterly Periods in this quarterly report. The previously presented Affected Quarterly Periods should no longer be relied upon. The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss). The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed: balance sheet as of March 31, 2021, statement of operations and statement of cash flows for the quarter ended March 31, 2021: As of March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 306,408,805 1 $ 306,408,806 Total liabilities $ 48,446,459 - $ 48,446,459 Class A ordinary shares subject to possible redemption 252,962,340 51,787,660 304,750,000 Shareholders’ equity (deficit) Preference shares - - - Class A ordinary shares 517 (517 ) - Class B ordinary shares 762 - 762 Additional paid-in-capital 11,716,346 (11,716,346 ) - Accumulated deficit (6,717,619 ) (11,716,346 ) (46,788,415 ) Total shareholders’ equity (deficit) 5,000,006 (40,070,796 ) (46,787,653 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 306,408,805 $ 1 $ 306,408,806 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net loss $ (6,694,512 ) $ - $ (6,694,512 ) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 30,475,000 (11,851,389 ) 18,623,611 Basic and diluted net income (loss) per Class A ordinary share $ 0.00 $ (0.26 ) $ (0.26 ) Weighted average shares outstanding of Class B ordinary shares, basic and diluted 7,232,292 - 7,232,292 Basic and diluted net (loss) per Class B ordinary share $ (0.93 ) $ 0.67 $ (0.26 ) For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial value of Class A ordinary shares subject to possible redemption $ 290,803,650 $ (290,803,650 ) $ - Change in fair value of Class A ordinary shares subject to possible redemption $ (37,841,310 ) $ 37,841,310 $ - The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed: balance sheet as of June 30, 2021, statements of operations for the three and six months ended June 30, 2021 and statement of cash flows for the six months ended June 30, 2021: Unaudited Condensed Balance Sheet Total assets Total liabilities Class A ordinary shares subject to possible redemption Shareholders’ equity (deficit) Preference shares Class A ordinary shares Class B ordinary shares Additional paid-in-capital Retained earnings (Accumulated deficit) Total shareholders’ equity (deficit) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) As of June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 306,083,055 1 $ 306,083,056 Total liabilities $ 36,704,979 - $ 36,704,979 Class A ordinary shares subject to possible redemption 264,378,070 40,371,930 304,750,000 Shareholders’ equity (deficit) Preference shares - - - Class A ordinary shares 403 (403 ) - Class B ordinary shares 762 - 762 Additional paid-in-capital 300,730 (300,730 ) - Retained earnings (Accumulated deficit) 4,698,111 (40,070,796 ) (35,372,685 ) Total shareholders’ equity (deficit) 5,000,006 (40,371,929 ) (35,371,923 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 306,083,055 $ 1 $ 306,083,056 For the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 11,415,730 $ - $ 11,415,730 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 30,475,000 - 30,475,000 Basic and diluted net income per Class A ordinary share $ 0.00 $ 0.30 $ 0.30 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 7,618,750 - 7,618,750 Basic and diluted net income per Class B ordinary share $ 1.50 $ (1.20 ) $ 0.30 For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 4,721,218 $ - $ 4,721,218 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 30,475,000 (5,892,956 ) 24,582,044 Basic and diluted net income per Class A ordinary share $ 0.00 $ 0.15 $ 0.15 Weighted average shares outstanding of Class B ordinary shares, basic 7,426,588 - 7,426,588 Weighted average shares outstanding of Class B ordinary shares, diluted 7,426,588 192,162 7,618,750 Basic and diluted net income per Class B ordinary share $ 0.63 $ (0.48 ) $ 0.15 For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial value of Class A ordinary shares subject to possible redemption $ 252,968,270 $ (252,968,270 ) $ - Change in fair value of Class A ordinary shares subject to possible redemption $ 11,409,800 $ (11,409,800 ) $ - |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited balance sheet and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 11, 2021 and February 4, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 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 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account 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 are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements”, equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets 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 stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of warrants issued in connection with the Private Placement has been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured based on the market price at each measurement date when separately listed and traded. The determination of the fair value of the derivative liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs 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 are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. 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, as of Initial Public Offering, the Company had 30,475,000 Class A ordinary shares subject to possible redemption, that are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. 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: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 8,614,740 $ 2,153,684 $ 12,082,694 $ 3,406,948 Allocation of net income - diluted $ 8,614,740 $ 2,153,684 $ 12,037,665 $ 3,451,977 Denominator: Weighted average ordinary shares outstanding, basic 30,475,000 7,618,750 26,567,949 7,491,346 Weighted average ordinary shares outstanding, diluted 30,475,000 7,618,750 26,567,949 7,618,750 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.45 $ 0.45 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.45 $ 0.45 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021 using a modified retrospective method for transition. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 - Initial Public Offering On February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 Units, including 3,975,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $304.8 million, and incurring offering costs of approximately $17.4 million, of which approximately $10.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-half |
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 19, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). On January 11, 2021, the Company effected a 1 for 1.25 forward stock split of the Founder Shares that increased the number of outstanding Founder Shares from 5,750,000 to 7,187,500 shares, and the Sponsor transferred an aggregate of 75,000 Founder Shares to the independent directors and an aggregate of 50,000 Founder Shares to the advisors. On February 2, 2021, the Company effected a 1 for 1.06 forward stock split of the Founder Shares that increased the number of outstanding Founder Shares from 7,187,500 to 7,618,750 shares and resulted in the Sponsor holding 7,493,750 Founder Shares. The Sponsor agreed to forfeit up to an aggregate of 993,750 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters or was reduced, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 5, 2021, the underwriter fully exercised its over-allotment option; thus, these 993,750 Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,750,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $8.8 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except (as described below in Note 7) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On November 19, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed $77,000 outstanding under the Note. The Company repaid approximately $13,000 on February 5, 2021 and repaid the remaining amount of approximately $64,000 on February 10, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 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 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services 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 or its liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $80,000 for such services, respectively. In addition, the Sponsor, officers and directors, 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 audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. For the three and nine months ended September 30, 2021, the Company did not incur or reimburse any Business Combination costs to the Sponsor. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and 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 and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders will be entitled to certain demand and “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 final date of the prospectus relating to the Initial Public Offering to purchase up to 3,975,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 5, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, approximately $6.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.7 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. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
Warrants | Note 7 - Warrants As of September 30, 2021, the Company had 15,237,500 Public Warrants and 8,750,000 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 and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 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 the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants 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 the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or such its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants (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 (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
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 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 30,475,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 304,750,000 Less: Fair value of Public Warrants at issuance (23,922,875 ) Offering costs allocated to Class A ordinary shares (16,172,159 ) Plus: Accretion on Class A ordinary shares to redemption value 40,095,034 Class A ordinary shares subject to possible redemption $ 304,750,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Shareholders' Equity (Deficit) [Abstract] | |
Shareholders' Equity (Deficit) | Note 9 - Shareholders’ Equity (Deficit) Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, and included as temporary equity (see Note 8) . Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On November 19, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor. On January 11, 2021, the Company effected a 1 for 1.25 forward stock split of the Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. On February 2, 2021, the Company effected a 1 for 1.06 forward stock split of the Class B ordinary shares that increased the number of outstanding Class B ordinary shares from 7,187,500 to 7,618,750 shares. Of the 7,618,750 Class B ordinary shares outstanding, up to 993,750 Class B ordinary shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Class B ordinary shares would collectively represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On February 5, 2021, the underwriter fully exercised its over-allotment option; thus, these 993,750 Class B ordinary shares were no longer subject to forfeiture. There were 7,618,750 shares issued and outstanding as of September 30, Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - money market fund $ 304,761,959 $ - $ - $ 304,761,959 Liabilities: Warrant liabilities - public warrants $ 8,990,125 $ - $ - $ 8,990,125 Warrant liabilities - private warrants $ - $ - $ 5,162,500 $ 5,162,500 As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, upon trading of the Public Warrants in an active market in March 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury 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. For periods where no observable traded price was available, the fair value of the Public Warrants issued in connection with the Public Offering, the Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period and Black-Scholes Option Pricing Model to estimate the fair value of the private warrants at each reporting period, with changes in fair value recognized in the statements of operations. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for three and nine months ended September 30, 2021 is summarized as follows: Warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 37,835,375 Public Warrants transfer to Level 1 (23,922,875 ) Change in fair value of warrant liabilities (175,000 ) Warrant liabilities at March 31, 2021 13,737,500 Change in fair value of warrant liabilities (4,550,000 ) Warrant liabilities at June 30, 2021 9,187,500 Change in fair value of warrant liabilities (4,025,000 ) Warrant liabilities at September 30, 2021 $ 5,162,500 The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes Option Pricing 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. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: September 30, 2021 February 5, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.74 $ 10.30 Term (in years) 5.10 6.59 Volatility 11.70 % 19.60 % Risk-free interest rate 1.00 % 0.76 % Dividend yield 0.00 % 0.00 % |
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 condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited balance sheet and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 11, 2021 and February 4, 2021, respectively. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account 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 are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 ASC Topic 820, “Fair Value Measurements”, equal or approximate the carrying amounts represented in the 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets 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 stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of warrants issued in connection with the Private Placement has been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured based on the market price at each measurement date when separately listed and traded. The determination of the fair value of the derivative liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs 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 are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. 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, as of Initial Public Offering, the Company had 30,475,000 Class A ordinary shares subject to possible redemption, that are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 Shares | 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 (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. 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: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 8,614,740 $ 2,153,684 $ 12,082,694 $ 3,406,948 Allocation of net income - diluted $ 8,614,740 $ 2,153,684 $ 12,037,665 $ 3,451,977 Denominator: Weighted average ordinary shares outstanding, basic 30,475,000 7,618,750 26,567,949 7,491,346 Weighted average ordinary shares outstanding, diluted 30,475,000 7,618,750 26,567,949 7,618,750 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.45 $ 0.45 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.45 $ 0.45 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021 using a modified retrospective method for transition. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Restatement of Previously Rep_2
Restatement of Previously Reported Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Reported Financial Statements [Abstract] | |
Financial Statement Adjustments Related to Restatement | The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed: balance sheet as of March 31, 2021, statement of operations and statement of cash flows for the quarter ended March 31, 2021: As of March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 306,408,805 1 $ 306,408,806 Total liabilities $ 48,446,459 - $ 48,446,459 Class A ordinary shares subject to possible redemption 252,962,340 51,787,660 304,750,000 Shareholders’ equity (deficit) Preference shares - - - Class A ordinary shares 517 (517 ) - Class B ordinary shares 762 - 762 Additional paid-in-capital 11,716,346 (11,716,346 ) - Accumulated deficit (6,717,619 ) (11,716,346 ) (46,788,415 ) Total shareholders’ equity (deficit) 5,000,006 (40,070,796 ) (46,787,653 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 306,408,805 $ 1 $ 306,408,806 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net loss $ (6,694,512 ) $ - $ (6,694,512 ) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 30,475,000 (11,851,389 ) 18,623,611 Basic and diluted net income (loss) per Class A ordinary share $ 0.00 $ (0.26 ) $ (0.26 ) Weighted average shares outstanding of Class B ordinary shares, basic and diluted 7,232,292 - 7,232,292 Basic and diluted net (loss) per Class B ordinary share $ (0.93 ) $ 0.67 $ (0.26 ) For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial value of Class A ordinary shares subject to possible redemption $ 290,803,650 $ (290,803,650 ) $ - Change in fair value of Class A ordinary shares subject to possible redemption $ (37,841,310 ) $ 37,841,310 $ - The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed: balance sheet as of June 30, 2021, statements of operations for the three and six months ended June 30, 2021 and statement of cash flows for the six months ended June 30, 2021: Unaudited Condensed Balance Sheet Total assets Total liabilities Class A ordinary shares subject to possible redemption Shareholders’ equity (deficit) Preference shares Class A ordinary shares Class B ordinary shares Additional paid-in-capital Retained earnings (Accumulated deficit) Total shareholders’ equity (deficit) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) As of June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 306,083,055 1 $ 306,083,056 Total liabilities $ 36,704,979 - $ 36,704,979 Class A ordinary shares subject to possible redemption 264,378,070 40,371,930 304,750,000 Shareholders’ equity (deficit) Preference shares - - - Class A ordinary shares 403 (403 ) - Class B ordinary shares 762 - 762 Additional paid-in-capital 300,730 (300,730 ) - Retained earnings (Accumulated deficit) 4,698,111 (40,070,796 ) (35,372,685 ) Total shareholders’ equity (deficit) 5,000,006 (40,371,929 ) (35,371,923 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 306,083,055 $ 1 $ 306,083,056 For the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 11,415,730 $ - $ 11,415,730 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 30,475,000 - 30,475,000 Basic and diluted net income per Class A ordinary share $ 0.00 $ 0.30 $ 0.30 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 7,618,750 - 7,618,750 Basic and diluted net income per Class B ordinary share $ 1.50 $ (1.20 ) $ 0.30 For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 4,721,218 $ - $ 4,721,218 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 30,475,000 (5,892,956 ) 24,582,044 Basic and diluted net income per Class A ordinary share $ 0.00 $ 0.15 $ 0.15 Weighted average shares outstanding of Class B ordinary shares, basic 7,426,588 - 7,426,588 Weighted average shares outstanding of Class B ordinary shares, diluted 7,426,588 192,162 7,618,750 Basic and diluted net income per Class B ordinary share $ 0.63 $ (0.48 ) $ 0.15 For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial value of Class A ordinary shares subject to possible redemption $ 252,968,270 $ (252,968,270 ) $ - Change in fair value of Class A ordinary shares subject to possible redemption $ 11,409,800 $ (11,409,800 ) $ - |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income per Share of Ordinary Share | 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: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 8,614,740 $ 2,153,684 $ 12,082,694 $ 3,406,948 Allocation of net income - diluted $ 8,614,740 $ 2,153,684 $ 12,037,665 $ 3,451,977 Denominator: Weighted average ordinary shares outstanding, basic 30,475,000 7,618,750 26,567,949 7,491,346 Weighted average ordinary shares outstanding, diluted 30,475,000 7,618,750 26,567,949 7,618,750 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.45 $ 0.45 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.45 $ 0.45 |
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] | |
Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 304,750,000 Less: Fair value of Public Warrants at issuance (23,922,875 ) Offering costs allocated to Class A ordinary shares (16,172,159 ) Plus: Accretion on Class A ordinary shares to redemption value 40,095,034 Class A ordinary shares subject to possible redemption $ 304,750,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - money market fund $ 304,761,959 $ - $ - $ 304,761,959 Liabilities: Warrant liabilities - public warrants $ 8,990,125 $ - $ - $ 8,990,125 Warrant liabilities - private warrants $ - $ - $ 5,162,500 $ 5,162,500 |
Change in Fair Value of Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for three and nine months ended September 30, 2021 is summarized as follows: Warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 37,835,375 Public Warrants transfer to Level 1 (23,922,875 ) Change in fair value of warrant liabilities (175,000 ) Warrant liabilities at March 31, 2021 13,737,500 Change in fair value of warrant liabilities (4,550,000 ) Warrant liabilities at June 30, 2021 9,187,500 Change in fair value of warrant liabilities (4,025,000 ) Warrant liabilities at September 30, 2021 $ 5,162,500 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: September 30, 2021 February 5, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.74 $ 10.30 Term (in years) 5.10 6.59 Volatility 11.70 % 19.60 % Risk-free interest rate 1.00 % 0.76 % Dividend yield 0.00 % 0.00 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Feb. 05, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Business$ / shares | Dec. 31, 2020USD ($) |
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 304,800,000 | $ 304,750,000 | |
Offering costs | 17,400,000 | ||
Deferred underwriting commissions | 10,700,000 | 10,666,250 | $ 0 |
Gross proceeds from private placement | 8,800,000 | 8,750,000 | |
Cash deposited in Trust Account | $ 304,750,000 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Percentage of Public Shares for a portion of funds held in Trust Account | 100.00% | ||
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||
Post-transaction ownership percentage of the target business | 50.00% | ||
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1 | ||
Warrants issued (in shares) | shares | 8,750,000 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 30,475,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 304,800,000 | $ 304,750,000 | |
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 3,975,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | Feb. 10, 2021 | Feb. 05, 2021 | Nov. 19, 2020 | Feb. 10, 2020 | Feb. 05, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Liquidity and Capital Resources [Abstract] | |||||||
Cash | $ 568,040 | $ 0 | |||||
Working capital amount | 203,000 | ||||||
Contribution from sale of founder shares | 25,000 | ||||||
Repayment to related party | 77,000 | ||||||
Promissory Note [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Borrowings outstanding | 0 | 0 | |||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Related party transaction amount | $ 300,000 | 77,000 | |||||
Repayment to related party | $ 64,000 | $ 13,000 | $ 64,000 | $ 13,000 | |||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Borrowings outstanding | $ 0 | $ 0 |
Restatement of Previously Rep_3
Restatement of Previously Reported Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Unaudited Condensed Balance Sheet [Abstract] | ||||||
Total assets | $ 305,891,396 | $ 306,083,056 | $ 306,408,806 | $ 306,083,056 | $ 305,891,396 | $ 330,741 |
Total liabilities | 25,744,895 | 36,704,979 | 48,446,459 | 36,704,979 | 25,744,895 | 328,848 |
Class A ordinary shares subject to possible redemption | 304,750,000 | 304,750,000 | 304,750,000 | 304,750,000 | 304,750,000 | 0 |
Shareholders' Equity (Deficit): | ||||||
Preference shares | 0 | 0 | 0 | 0 | 0 | 0 |
Additional paid-in capital | 0 | 0 | 0 | 0 | 0 | 24,238 |
Retained earnings (Accumulated deficit) | (24,604,261) | (35,372,685) | (46,788,415) | (35,372,685) | (24,604,261) | (23,107) |
Total shareholders' equity (deficit) | (24,603,499) | (35,371,923) | (46,787,653) | (35,371,923) | (24,603,499) | 1,893 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 305,891,396 | 306,083,056 | 306,408,806 | 306,083,056 | 305,891,396 | 330,741 |
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Net income (loss) | 10,768,424 | 11,415,730 | (6,694,512) | 4,721,218 | 15,489,642 | |
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities [Abstract] | ||||||
Initial value of Class A ordinary shares subject to possible redemption | 0 | 0 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 0 | 0 | ||||
Maximum [Member] | ||||||
Revision To Previously Reported Financial Statements [Abstract] | ||||||
Net tangible asset threshold for redeeming Public Shares | 5,000,001 | 5,000,001 | ||||
Class A Ordinary Shares [Member] | ||||||
Shareholders' Equity (Deficit): | ||||||
Ordinary shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 |
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic (in shares) | 30,475,000 | 30,475,000 | 18,623,611 | 24,582,044 | 26,567,949 | |
Net income (loss) per share, basic (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 | |
Weighted average shares outstanding, diluted (in shares) | 30,475,000 | 30,475,000 | 18,623,611 | 24,582,044 | 26,567,949 | |
Net income (loss) per share, diluted (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 | |
Class B Ordinary Shares [Member] | ||||||
Shareholders' Equity (Deficit): | ||||||
Ordinary shares | $ 762 | $ 762 | $ 762 | $ 762 | $ 762 | $ 762 |
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic (in shares) | 7,618,750 | 7,618,750 | 7,232,292 | 7,426,588 | 7,491,346 | |
Net income (loss) per share, basic (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 | |
Weighted average shares outstanding, diluted (in shares) | 7,618,750 | 7,618,750 | 7,232,292 | 7,618,750 | 7,618,750 | |
Net income (loss) per share, diluted (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 | |
As Previously Reported [Member] | ||||||
Unaudited Condensed Balance Sheet [Abstract] | ||||||
Total assets | $ 306,083,055 | $ 306,408,805 | $ 306,083,055 | |||
Total liabilities | 36,704,979 | 48,446,459 | 36,704,979 | |||
Class A ordinary shares subject to possible redemption | 264,378,070 | 252,962,340 | 264,378,070 | |||
Shareholders' Equity (Deficit): | ||||||
Preference shares | 0 | 0 | 0 | |||
Additional paid-in capital | 300,730 | 11,716,346 | 300,730 | |||
Retained earnings (Accumulated deficit) | 4,698,111 | (6,717,619) | 4,698,111 | |||
Total shareholders' equity (deficit) | 5,000,006 | 5,000,006 | 5,000,006 | |||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 306,083,055 | 306,408,805 | 306,083,055 | |||
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Net income (loss) | 11,415,730 | (6,694,512) | 4,721,218 | |||
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities [Abstract] | ||||||
Initial value of Class A ordinary shares subject to possible redemption | 290,803,650 | 252,968,270 | ||||
Change in value of Class A ordinary shares subject to possible redemption | (37,841,310) | 11,409,800 | ||||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||||||
Shareholders' Equity (Deficit): | ||||||
Ordinary shares | $ 403 | $ 517 | $ 403 | |||
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic (in shares) | 30,475,000 | 30,475,000 | 30,475,000 | |||
Net income (loss) per share, basic (in dollars per share) | $ 0 | $ 0 | $ 0 | |||
Weighted average shares outstanding, diluted (in shares) | 30,475,000 | 30,475,000 | 30,475,000 | |||
Net income (loss) per share, diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | |||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||||||
Shareholders' Equity (Deficit): | ||||||
Ordinary shares | $ 762 | $ 762 | $ 762 | |||
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic (in shares) | 7,618,750 | 7,232,292 | 7,426,588 | |||
Net income (loss) per share, basic (in dollars per share) | $ 1.50 | $ (0.93) | $ 0.63 | |||
Weighted average shares outstanding, diluted (in shares) | 7,618,750 | 7,232,292 | 7,426,588 | |||
Net income (loss) per share, diluted (in dollars per share) | $ 1.50 | $ (0.93) | $ 0.63 | |||
Adjustments [Member] | ||||||
Unaudited Condensed Balance Sheet [Abstract] | ||||||
Total assets | $ 1 | $ 1 | $ 1 | |||
Total liabilities | 0 | 0 | 0 | |||
Class A ordinary shares subject to possible redemption | 40,371,930 | 51,787,660 | 40,371,930 | |||
Shareholders' Equity (Deficit): | ||||||
Preference shares | 0 | 0 | 0 | |||
Additional paid-in capital | (300,730) | (11,716,346) | (300,730) | |||
Retained earnings (Accumulated deficit) | (40,070,796) | (11,716,346) | (40,070,796) | |||
Total shareholders' equity (deficit) | (40,371,929) | (40,070,796) | (40,371,929) | |||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 1 | 1 | 1 | |||
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Net income (loss) | 0 | 0 | 0 | |||
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities [Abstract] | ||||||
Initial value of Class A ordinary shares subject to possible redemption | (290,803,650) | (252,968,270) | ||||
Change in value of Class A ordinary shares subject to possible redemption | 37,841,310 | (11,409,800) | ||||
Adjustments [Member] | Class A Ordinary Shares [Member] | ||||||
Shareholders' Equity (Deficit): | ||||||
Ordinary shares | $ (403) | $ (517) | $ (403) | |||
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic (in shares) | 0 | (11,851,389) | (5,892,956) | |||
Net income (loss) per share, basic (in dollars per share) | $ 0.30 | $ (0.26) | $ 0.15 | |||
Weighted average shares outstanding, diluted (in shares) | 0 | (11,851,389) | (5,892,956) | |||
Net income (loss) per share, diluted (in dollars per share) | $ 0.30 | $ (0.26) | $ 0.15 | |||
Adjustments [Member] | Class B Ordinary Shares [Member] | ||||||
Shareholders' Equity (Deficit): | ||||||
Ordinary shares | $ 0 | $ 0 | $ 0 | |||
Unaudited Condensed Statement of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic (in shares) | 0 | 0 | 0 | |||
Net income (loss) per share, basic (in dollars per share) | $ (1.20) | $ 0.67 | $ (0.48) | |||
Weighted average shares outstanding, diluted (in shares) | 0 | 0 | 192,162 | |||
Net income (loss) per share, diluted (in dollars per share) | $ (1.20) | $ 0.67 | $ (0.48) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) | Sep. 30, 2021shares |
Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A ordinary shares subject to possible redemption (in shares) | 30,475,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies, Net Income per Ordinary Shares (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Net Income per Ordinary Shares [Abstract] | |||||
Antidilutive securities excluded from computation of loss per share (in shares) | 23,987,500 | ||||
Class A [Member] | |||||
Numerator [Abstract] | |||||
Allocation of net income - basic | $ 8,614,740 | $ 12,082,694 | |||
Allocation of net income - diluted | $ 8,614,740 | $ 12,037,665 | |||
Denominator [Abstract] | |||||
Weighted average shares outstanding, basic (in shares) | 30,475,000 | 30,475,000 | 18,623,611 | 24,582,044 | 26,567,949 |
Weighted average shares outstanding, diluted (in shares) | 30,475,000 | 30,475,000 | 18,623,611 | 24,582,044 | 26,567,949 |
Net loss per share, basic (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 |
Net loss per share, diluted (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 |
Class B [Member] | |||||
Numerator [Abstract] | |||||
Allocation of net income - basic | $ 2,153,684 | $ 3,406,948 | |||
Allocation of net income - diluted | $ 2,153,684 | $ 3,451,977 | |||
Denominator [Abstract] | |||||
Weighted average shares outstanding, basic (in shares) | 7,618,750 | 7,618,750 | 7,232,292 | 7,426,588 | 7,491,346 |
Weighted average shares outstanding, diluted (in shares) | 7,618,750 | 7,618,750 | 7,232,292 | 7,618,750 | 7,618,750 |
Net loss per share, basic (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 |
Net loss per share, diluted (in dollars per share) | $ 0.28 | $ 0.30 | $ (0.26) | $ 0.15 | $ 0.45 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 05, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 304,800,000 | $ 304,750,000 | |
Offering costs | 17,400,000 | ||
Deferred underwriting commissions | $ 10,700,000 | $ 10,666,250 | $ 0 |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in Unit (in shares) | 0.50 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in Unit (in shares) | 1 | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 30,475,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 304,800,000 | $ 304,750,000 | |
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 3,975,000 | ||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | Feb. 02, 2021shares | Jan. 11, 2021shares | Nov. 19, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Feb. 05, 2021shares | Feb. 01, 2021shares | Jan. 10, 2021shares | Dec. 31, 2020shares |
Founder Shares [Abstract] | ||||||||
Proceeds from issuance of common stock | $ | $ 25,000 | |||||||
Class A Ordinary Shares [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||||||
Threshold trading days | 20 days | |||||||
Threshold consecutive trading days | 30 days | |||||||
Class A Ordinary Shares [Member] | Minimum [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||||
Period after initial Business Combination | 150 days | |||||||
Class B Ordinary Shares [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Stock split ratio | 1.06 | 1.25 | ||||||
Ordinary shares, shares outstanding (in shares) | 7,618,750 | 7,187,500 | 7,618,750 | 7,187,500 | 7,618,750 | |||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | |||||||
Class B Ordinary Shares [Member] | Maximum [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Ordinary shares, shares outstanding (in shares) | 7,618,750 | |||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Proceeds from issuance of common stock | $ | $ 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||||||
Ordinary shares no longer subject to forfeiture (in shares) | 993,750 | |||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Shares subject to forfeiture (in shares) | 993,750 | |||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Stock split ratio | 1.06 | 1.25 | ||||||
Ordinary shares, shares outstanding (in shares) | 7,618,750 | 7,187,500 | 7,187,500 | 5,750,000 | ||||
Shares subject to forfeiture (in shares) | 993,750 | |||||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Ordinary shares, shares outstanding (in shares) | 7,493,750 | |||||||
Founder Shares [Member] | Director [Member] | Class B Ordinary Shares [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Shares issued (in shares) | 75,000 | |||||||
Founder Shares [Member] | Advisors [Member] | Class B Ordinary Shares [Member] | ||||||||
Founder Shares [Abstract] | ||||||||
Shares issued (in shares) | 50,000 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 05, 2021 | Sep. 30, 2021 |
Private Placement [Abstract] | ||
Gross proceeds from issuance of warrants | $ 8.8 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Private Placement Warrants [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 8,750,000 | |
Share price (in dollars per share) | $ 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Holding period for transfer, assignment or sale of warrants | 30 days | |
Class A Common Stock [Member] | ||
Private Placement [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | Feb. 10, 2021 | Feb. 05, 2021 | Nov. 19, 2020 | Feb. 10, 2020 | Feb. 05, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Loans [Abstract] | |||||||
Proceeds from related party | $ 37,000 | ||||||
Repayment to related party | 77,000 | ||||||
Promissory Note [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Borrowings | 0 | $ 0 | |||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Related party transaction amount | $ 300,000 | 77,000 | |||||
Proceeds from related party | $ 77,000 | ||||||
Repayment to related party | $ 64,000 | $ 13,000 | $ 64,000 | $ 13,000 | |||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Borrowings | 0 | 0 | |||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | ||||||
Conversion price (in dollars per share) | $ 1 | ||||||
Borrowings | $ 0 | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Services Agreement (Details) - Administrative Services Agreement [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Administrative Services Agreement [Abstract] | ||
Fees incurred paid | $ 30,000 | $ 80,000 |
Sponsor [Member] | ||
Administrative Services Agreement [Abstract] | ||
Monthly expenses | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Feb. 05, 2021USD ($)Demand$ / sharesshares | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Additional Units that can be purchased to cover over-allotments (in shares) | shares | 3,975,000 | ||
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 | ||
Underwriting discount | $ | $ 6,100,000 | ||
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | ||
Deferred underwriting commissions | $ | $ 10,700,000 | $ 10,666,250 | $ 0 |
Maximum [Member] | |||
Registration and Shareholder Rights [Abstract] | |||
Number of demands eligible security holder can make | Demand | 3 | ||
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Units issued (in shares) | shares | 3,975,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | |
Warrants [Abstract] | |||
Period to exercise warrants after Business Combination | 30 days | ||
Period to exercise warrants after closing of Initial Public Offering | 12 months | ||
Period to file registration statement after initial Business Combination | 20 days | ||
Period for registration statement to become effective | 60 days | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | ||
Class A Ordinary Shares [Member] | |||
Warrants [Abstract] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 12 | ||
Public Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants outstanding (in shares) | 15,237,500 | 0 | |
Expiration period of warrants | 5 years | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Private Placement Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants outstanding (in shares) | 8,750,000 | 0 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Warrants [Abstract] | |||
Percentage multiplier | 180.00% | ||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 30 days | ||
Threshold consecutive trading days | 3 days | ||
Redemption period | 30 days | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 18 | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Warrants [Abstract] | |||
Warrant redemption price (in dollars per share) | $ 0.10 | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 30 days | ||
Threshold consecutive trading days | 3 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | |||
Warrants [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | |||
Warrants [Abstract] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Trading day period to calculate volume weighted average trading price | 10 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 10 | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Warrants [Abstract] | |||
Percentage multiplier | 115.00% | ||
Warrant redemption price (in dollars per share) | $ 18 | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | |||
Warrants [Abstract] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 9.20 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | Feb. 05, 2021USD ($) | Sep. 30, 2021USD ($)Vote$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares |
Common Stock Subject To Possible Redemption [Abstract] | |||||
Number of votes per share | Vote | 1 | ||||
Class A ordinary shares, shares subject to possible redemption, outstanding (in shares) | shares | 30,475,000 | ||||
Gross proceeds received from Initial Public Offering | $ 304,800,000 | $ 304,750,000 | |||
Fair value of Public Warrants at issuance | (8,800,000) | ||||
Offering costs allocated to Class A ordinary shares | (6,659,948) | ||||
Class A ordinary shares subject to possible redemption | $ 304,750,000 | $ 304,750,000 | $ 304,750,000 | $ 0 | |
Class A Ordinary Shares [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | Vote | 1 | ||||
Class A ordinary shares, shares subject to possible redemption, outstanding (in shares) | shares | 30,475,000 | 0 | |||
Initial Public Offering [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Gross proceeds received from Initial Public Offering | $ 304,800,000 | $ 304,750,000 | |||
Accretion on Class A ordinary shares to redemption value | 40,095,034 | ||||
Class A ordinary shares subject to possible redemption | 304,750,000 | ||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Offering costs allocated to Class A ordinary shares | (16,172,159) | ||||
Initial Public Offering [Member] | Public Warrants [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Fair value of Public Warrants at issuance | $ (23,922,875) |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details) | Feb. 02, 2021shares | Jan. 11, 2021shares | Nov. 19, 2020shares | Sep. 30, 2021Vote$ / sharesshares | Feb. 05, 2021shares | Feb. 01, 2021shares | Dec. 31, 2020$ / sharesshares |
Shareholders' Equity (Deficit) [Abstract] | |||||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preference shares, shares issued (in shares) | 0 | 0 | |||||
Preference shares, shares outstanding (in shares) | 0 | 0 | |||||
Number of votes per share | Vote | 1 | ||||||
Class A ordinary shares, shares subject to possible redemption, outstanding (in shares) | 30,475,000 | ||||||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20.00% | ||||||
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination | 1 | ||||||
Class A Ordinary Shares [Member] | |||||||
Shareholders' Equity (Deficit) [Abstract] | |||||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of votes per share | Vote | 1 | ||||||
Class A ordinary shares, shares subject to possible redemption, outstanding (in shares) | 30,475,000 | 0 | |||||
Ordinary shares, shares issued (in shares) | 0 | 0 | |||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||||
Class B Ordinary Shares [Member] | |||||||
Shareholders' Equity (Deficit) [Abstract] | |||||||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares issued (in shares) | 7,618,750 | 7,618,750 | |||||
Ordinary shares, shares outstanding (in shares) | 7,618,750 | 7,187,500 | 7,618,750 | 7,187,500 | 7,618,750 | ||
Stock split ratio | 1.06 | 1.25 | |||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||||
Class B Ordinary Shares [Member] | Maximum [Member] | |||||||
Shareholders' Equity (Deficit) [Abstract] | |||||||
Ordinary shares, shares outstanding (in shares) | 7,618,750 | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||
Shareholders' Equity (Deficit) [Abstract] | |||||||
Shares issued to sponsor (in shares) | 5,750,000 | ||||||
Ordinary shares no longer subject to forfeiture (in shares) | 993,750 | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||||
Shareholders' Equity (Deficit) [Abstract] | |||||||
Shares subject to forfeiture (in shares) | 993,750 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Investments held in Trust Account - Money market funds | $ 304,761,959 | $ 0 |
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 0 | |
Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 8,990,125 | |
Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 5,162,500 | |
Level 1 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account - Money market funds | 304,761,959 | |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 8,990,125 | |
Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Level 2 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account - Money market funds | 0 | |
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Level 3 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account - Money market funds | 0 | |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 5,162,500 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of Derivative Warrant Liabilities (Details) - Level 3 [Member] - Derivative Warrant Liabilities [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Unobservable Input Reconciliation [Roll Forward] | |||
Beginning balance | $ 9,187,500 | $ 13,737,500 | $ 0 |
Issuance of Public and Private Warrants | 37,835,375 | ||
Public Warrants transfer to Level 1 | (23,922,875) | ||
Change in fair value of warrant liabilities | (4,025,000) | (4,550,000) | (175,000) |
Ending balance | $ 5,162,500 | $ 9,187,500 | $ 13,737,500 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) - Warrants [Member] | Sep. 30, 2021 | Feb. 05, 2021 |
Fair Value Measurements [Abstract] | ||
Term | 5 years 1 month 6 days | 6 years 7 months 2 days |
Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.74 | 10.30 |
Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.1170 | 0.1960 |
Risk Free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0100 | 0.0076 |
Dividend Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | 0 |