Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ABGI | |
Entity Registrant Name | ABG ACQUISITION CORP. I | |
Entity Central Index Key | 0001833764 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Title of 12(b) Security | Class A Ordinary Shares | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-40072 | |
Entity Address, Address Line One | Ally Bridge Group | |
Entity Address, Address Line Two | 430 Park Avenue, 12th Floor | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 829-9373 | |
Entity Tax Identification Number | 98-1568635 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,566,300 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,766,250 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 739,294 | $ 58,175 |
Prepaid expenses | 654,351 | 178 |
Total current assets | 1,393,645 | 58,353 |
Investments held in Trust Account | 150,650,173 | |
Deferred offering costs associated with the initial public offering | 243,825 | |
Total Assets | 152,043,818 | 302,178 |
Current liabilities: | ||
Accrued expenses | 137,955 | 202,000 |
Note payable—related party | 100,000 | |
Total current liabilities | 137,955 | 302,000 |
Deferred underwriting commissions | 5,272,750 | |
Total liabilities | 5,410,705 | 302,000 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 14,163,311 and 0 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 141,633,111 | |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 5,188,687 | 24,623 |
Accumulated deficit | (189,202) | (24,822) |
Total shareholders' equity | 5,000,002 | 178 |
Total Liabilities and Shareholders' Equity | 152,043,818 | 302,178 |
Common Class A | ||
Shareholders' Equity | ||
Common Stock, Value, Issued | 140 | |
Total shareholders' equity | 140 | |
Common Class B | ||
Shareholders' Equity | ||
Common Stock, Value, Issued | 377 | 377 |
Total shareholders' equity | $ 377 | $ 377 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A | ||
Temporary equity, shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares subject to possible redemption | 14,163,311 | 0 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 1,402,989 | 0 |
Common stock, shares outstanding | 1,402,989 | 0 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,766,250 | 3,766,250 |
Common stock, shares outstanding | 3,766,250 | 3,766,250 |
Condensed Statement Of Operatio
Condensed Statement Of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 144,553 |
General and administrative expenses—related party | 20,000 |
Loss from operations | (164,553) |
Income from investments held in Trust Account | 173 |
Net loss | $ (164,380) |
Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares | shares | 3,727,162 |
Basic and diluted net loss per ordinary share, Class A and Class B non-redeemable ordinary shares | $ / shares | $ (0.04) |
Class A redeemable ordinary shares | |
Basic and diluted weighted average shares outstanding | shares | 15,065,000 |
Basic and diluted net loss per ordinary share | $ / shares | $ 0 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Common Class A | Common Class B |
Beginning Balance at Dec. 31, 2020 | $ 178 | $ 24,623 | $ (24,822) | $ 377 | |
Beginning Balance , Shares at Dec. 31, 2020 | 3,766,250 | ||||
Sale of Class A ordinary shares in initial public offering, gross | 150,650,000 | 150,648,493 | $ 1,507 | ||
Sale of Class A ordinary shares in initial public offering, gross , shares | 15,065,000 | ||||
Offering costs | (8,865,685) | (8,865,685) | |||
Sale of private placement shares to Sponsor in private placement | 5,013,000 | 5,012,950 | $ 50 | ||
Sale of private placement shares to Sponsor in private placement , shares | 501,300 | ||||
Shares subject to possible redemption | (141,633,111) | (141,631,694) | $ (1,417) | ||
Shares subject to possible redemption , shares | (14,163,311) | ||||
Net loss | (164,380) | (164,380) | $ (173) | $ (164,553) | |
Ending Balance at Mar. 31, 2021 | $ 5,000,002 | $ 5,188,687 | $ (189,202) | $ 140 | $ 377 |
Ending Balance , shares at Mar. 31, 2021 | 1,402,989 | 3,766,250 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (164,380) |
Income from investments held in Trust Account | (173) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (654,173) |
Accrued expenses | 33,555 |
Net cash used in operating activities | (785,171) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (150,650,000) |
Net cash used in investing activities | (150,650,000) |
Cash Flows from Financing Activities: | |
Payment of note payable to related party | (100,000) |
Proceeds received from initial public offering, gross | 150,650,000 |
Proceeds received from private placement | 5,013,000 |
Offering costs paid | (3,446,710) |
Net cash provided by financing activities | 152,116,290 |
Net change in cash | 681,119 |
Cash—beginning of the period | 58,175 |
Cash—end of the period | 739,294 |
Supplemental disclosure of noncash financing activities: | |
Offering costs included in accrued expenses | 104,400 |
Reversal of offering costs included in accrued expenses in prior year | 202,000 |
Deferred underwriting commissions | 5,272,750 |
Initial value of Class A ordinary shares subject to possible redemption | 141,766,820 |
Change in value of Class A ordinary shares subject to possible redemption | $ (133,709) |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations ABG Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on November 17, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. 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 Company’s sponsor is ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Class A ordinary shares (the “Public Shares”), including the 1,965,000 Public Shares sold as a result Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 501,300 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $150.7 million ($10.00 per Public Share) 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”), located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in 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 in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders (the “Public Shareholders”) of its Public Shares, 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, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within in the Combination Period, unless the Company provides the Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The Sponsor agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team 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 in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, 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 e ndeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospectiv e target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $739,000 in its operating bank account, and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor he Company fully repaid the Note on February 22, 2021. In addition, in order to financ e transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in the Trust Account. 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 March 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments 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 include: • 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accrued expenses and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities money market funds and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriter fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 14,163,311 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets Income Taxes FASB ASC 740, “Income Taxes,” There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net loss per ordinary shares Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods, excluding ordinary shares subject to forfeiture. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented. The unaudited condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class Net loss per share, basic and diluted for Class A and Class B nonredeemable ordinary Class A and Class B nonredeemable ordinary shares outstanding for the periods Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Public Shares, including the 1,965,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On November 26, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 4,312,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 28, 2021, the Sponsor surrendered, for no consideration, 862,500 Class B ordinary shares, resulting in an aggregate of 3,450,000 Class B ordinary shares outstanding and on February 16, 2021, the Company effected a share dividend, by issuing an additional 316,250 Class B ordinary shares, paid out of the share premium account resulting in, 3,766,250 Class B ordinary shares issued and outstanding. Share and per share amounts have been retroactively restated to December 31, 2020 to reflect the share surrender on January 29, 2021 and subsequent share dividend on February 16, 2021. are The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share any 30-trading day Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 501,300 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. 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 Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On November 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed under the Note and on February 22, 2021, the Company repaid the Note in full 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the 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 shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. 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 March 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month office space, utilities, administrative services and remote support services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The company incurred $20,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statement of operations for the three months ended March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares and Private Placement Shares 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 consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. 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 underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $5.3 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 6—Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, share sub-divisions, share provided than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments in U.S. Treasury money market funds $ 150,650,173 — — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the three months ended March 31, 2021. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited 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 unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in the Trust Account. 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 March 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 include: • 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accrued expenses and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities money market funds and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriter fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 14,163,311 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets |
Income Taxes | Income Taxes FASB ASC 740, “Income Taxes,” There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net loss per ordinary shares | Net loss per ordinary shares Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods, excluding ordinary shares subject to forfeiture. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented. The unaudited condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class Net loss per share, basic and diluted for Class A and Class B nonredeemable ordinary Class A and Class B nonredeemable ordinary shares outstanding for the periods |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments in U.S. Treasury money market funds $ 150,650,173 — — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Feb. 19, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Sale of stock issue price per share | $ 10 | |||
Proceeds From Initial Public Offering | $ 150,650,000 | |||
Restricted investments maturity | 185 days | |||
Threshold percentage on fair market value of net assets held in Trust Account for business combination | 80.00% | |||
Threshold percentage on purchase of outstanding voting shares for business combination | 50.00% | |||
Common stock redemption price per share | $ 10 | |||
Net tangible assets required for business combination | $ 5,000,001 | |||
Minimum interest on trust deposits eligible to pay dissolution expenses | 100,000 | |||
Working capital | 739,294 | $ 58,175 | ||
Stock issued during the period value for services | 5,013,000 | |||
Working Capital Loan | 0 | |||
Sponsor | ||||
Stock issued during the period value for services | 25,000 | |||
Related Party Loan | Sponsor | ||||
Proceeds from related party notes | 100,000 | |||
Liquidity and Capital Resources | ||||
Cash at bank | 739,000 | |||
Working capital | $ 1,300,000 | |||
IPO | ||||
Stock issued during period shares, new issues | 15,065,000 | |||
Sale of stock issue price per share | $ 10 | |||
Maximum percentage of shares redeemed without prior consent from company | 15.00% | |||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | |||
Over-Allotment Option | ||||
Stock issued during period shares, new issues | 1,965,000 | 1,965,000 | ||
Private Placement | ||||
Number of warrants issued | 501,300 | 501,300 | ||
Exercise price of warrants | $ 10 | $ 10 | ||
Proceeds from issuance of warrants | $ 5,000,000 | $ 5,000,000 | ||
Class A Common Stock And Public Warrants | IPO | ||||
Stock issued during period shares, new issues | 15,065,000 | |||
Sale of stock issue price per share | $ 10 | |||
Proceeds From Initial Public Offering | $ 150,700,000 | |||
Deferred offering costs associated with the initial public offering | 8,900,000 | |||
Deferred underwriting commissions non curren | $ 5,300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Federal Deposit Insurance Corporation coverage limit | $ 250,000 |
Cash equivalents, at carrying value | $ 0 |
Restricted investments maturity | 185 days |
Unrecognized tax benefits income tax penalties and interest accrued | $ 0 |
Unrecognized tax benefits | 0 |
Temporary equity, net income | 173 |
Net loss | (164,380) |
Common Class A | |
Temporary equity, accretion to redemption value | 14,163,311 |
Net loss | (173) |
Common Class B | |
Net loss | (164,553) |
Class A and Class B Non Redeemable Shares [Member] | |
Net loss | $ (164,380) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Feb. 19, 2021 | Mar. 31, 2021 |
Sale of stock issue price per share | $ 10 | |
Gross proceeds from share issued | $ 150,700,000 | |
Offering costs | 8,900,000 | $ 3,446,710 |
Deferred underwriting commissions | $ 5,300,000 | $ 5,272,750 |
IPO | ||
Stock issued during period shares, new issues | 15,065,000 | |
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option | ||
Stock issued during period shares, new issues | 1,965,000 | 1,965,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Feb. 16, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Nov. 26, 2020 | Mar. 31, 2021 | Feb. 19, 2021 |
Related Party Transaction [Line Items] | |||||||
Stock issued during the period value for services | $ 5,013,000 | ||||||
Share price | $ 12 | ||||||
Share transfer restriction threshold consecutive trading days | 20 days | ||||||
Share transfer restriction threshold trading days | 30 days | ||||||
Number of days for a particular event to get over for determining trading period | 150 days | ||||||
Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Share transfer restriction threshold trading days | 30 days | ||||||
Number of warrants issued | 501,300 | 501,300 | |||||
Exercise price of warrants | $ 10 | $ 10 | |||||
Proceeds from issuance of warrants | $ 5,000,000 | $ 5,000,000 | |||||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period value for services | 25,000 | ||||||
Sponsor | Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction amounts of transaction | $ 10,000 | ||||||
Related party expense for administrative services | $ 20,000 | ||||||
Sponsor | Over-Allotment Option | |||||||
Related Party Transaction [Line Items] | |||||||
Ordinary shares forfeited | 491,250 | ||||||
Percentage of common stock issued | 20.00% | ||||||
Percentage of common stock outstanding | 20.00% | ||||||
Number of shares no longer subject to forfeiture | 491,250 | ||||||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants | $ 10 | ||||||
Debt face value | $ 300,000 | $ 100,000 | |||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | ||||||
Common Class B | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | 3,766,250 | 3,766,250 | |||||
Common stock, shares issued | 3,766,250 | 3,766,250 | |||||
Common Class B | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period value for services | $ 25,000 | ||||||
Stock issued during the period shares issued for shares | 4,312,500 | ||||||
Common stock, no par value | $ 0.0001 | ||||||
Consideration received | $ 0 | ||||||
Shares surrendered | 862,500 | ||||||
Common stock, shares outstanding | 3,766,250 | 3,450,000 | |||||
Common Stock Dividends, Shares | 316,250 | ||||||
Common stock, shares issued | 3,766,250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Feb. 19, 2021 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | ||
UnderWriting discount per unit | $ 0.20 | |
Payments for Underwriting Expense | $ 3,000,000 | |
UnderWriting discount payable per unit | $ 0.35 | |
Deferred Underwriting Commissions Payable | $ 5,272,750 | |
Over-Allotment Option | ||
Loss Contingencies [Line Items] | ||
Underwriters Option Vesting Period | 45 days | |
Stock Issued During Period, Shares, New Issues | 1,965,000 | 1,965,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |||
Mar. 31, 2021 | Feb. 16, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Percentage Of Common Stock Outstanding On Common Stock Conversion From One Class To Another | 20.00% | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares outstanding | 1,402,989 | 0 | ||
Temporary equity, shares subject to possible redemption | 14,163,311 | 0 | ||
Common stock description of voting rights | one-for-one | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, shares outstanding | 3,766,250 | 3,766,250 | ||
Ordinary shares were no longer subject to forfeiture | 491,250 | |||
Common Class B | Sponsor | ||||
Class of Stock [Line Items] | ||||
Common stock, shares outstanding | 3,766,250 | 3,450,000 | ||
Percentage of common stock outstanding after IPO | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Detail) | Mar. 31, 2021USD ($) |
Quoted Prices in Active Markets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in U.S. Treasury money market funds | $ 150,650,173 |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in U.S. Treasury money market funds | |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in U.S. Treasury money market funds |