Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | Aurora Acquisition Corp. |
Entity Central Index Key | 0001835856 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | AMENDMENT NO. 4 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 117,244 | ||
Related party receivable | 215,653 | ||
Prepaid expenses and other current assets | 634,799 | $ 5,000 | |
Total Current Assets | 967,696 | 5,000 | |
Cash held in trust account | 278,015,286 | ||
Deferred offering cost | 557,663 | ||
Total Assets | 278,982,982 | 562,663 | |
Current liabilities: | |||
Accounts payable and accrued offering costs | 2,707,465 | 531,947 | |
Related party loans | 462,295 | 25,716 | |
Total Current Liabilities | 3,169,760 | 557,663 | |
Warrant Liability | 19,514,651 | ||
Deferred underwriting fee payable | 8,505,100 | ||
Total Liabilities | 31,189,511 | 557,663 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, 24,300,287 shares at redemption value as of September 30, 2021 and December 31, 2020, respectively | 243,002,870 | ||
Shareholders' Equity | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 12,263,980 | 24,280 | |
Accumulated deficit | (7,474,424) | (20,000) | |
Total Shareholders' Equity | 4,790,601 | 5,000 | |
Total Liabilities and Shareholders' Equity | 278,982,982 | 562,663 | |
Class A Common Stock | |||
Shareholders' Equity | |||
Common stock | 350 | ||
Class B Common Stock | |||
Shareholders' Equity | |||
Common stock | $ 695 | $ 720 | [1] |
[1] | Includes an aggregate of up to 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently issued a cancellation for 131,250 Class B ordinary shares resulting in an aggregate of 6,625,000 founder shares being issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share transactions (see Notes 5 and 8). |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 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 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares issued | 24,300,287 | 24,300,287 |
Temporary equity, shares outstanding | 24,300,287 | 24,300,287 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 3,500,000 | 0 |
Common shares, shares outstanding | 3,500,000 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 6,950,072 | 7,200,000 |
Common shares, shares outstanding | 6,950,072 | 7,200,000 |
Shares subject to forfeiture | 249,928 | 825,000 |
Founder Shares | Class B Common Stock | ||
Share dividend | 575,000 | |
Sponsor | Founder Shares | Over-allotment option | Class B Common Stock | ||
Shares subject to forfeiture | 825,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | ||
Formation and operating costs | $ 2,313,717 | $ 20,000 | $ 3,625,580 | |
Loss from operations | (2,313,717) | (3,625,580) | ||
Other income (expense): | ||||
Interest earned (expense) on marketable securities held in trust account | 9,293 | 12,416 | ||
Change in fair value of warrants | 1,437,297 | (4,597,738) | ||
Change in fair value of over-allotment option liability | 1,056,000 | |||
Offering costs allocated to warrants liability | (299,523) | |||
Net loss | $ (867,127) | $ (20,000) | $ (7,454,424) | |
Weighted average shares outstanding, basic and diluted | [1] | 6,375,000 | ||
Basic and diluted net loss per share | $ 0 | |||
Class A Common Stock Subject to Redemption | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic and diluted | 24,300,287 | 24,300,287 | ||
Basic and diluted net loss per share | $ (0.02) | $ (0.22) | ||
Non-Redeemable Class A and Class B Common Stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic and diluted | 10,450,072 | 9,332,906 | ||
Basic and diluted net loss per share | $ (0.02) | $ (0.22) | ||
[1] | Excludes an aggregate of up to 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently issued a cancellation for 131,250 shares resulting in an aggregate of 6,625,000 founder shares being issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. All shares and Class B ordinary share amounts have been retroactively restated to reflect the share transactions (see Notes 5 and 8). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 08, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Class B Common Stock | |||||
Shares subject to forfeiture | 249,928 | 825,000 | 249,928 | 825,000 | |
Founder Shares | Class B Common Stock | |||||
Common shares, issued and outstanding | 7,200,000 | 6,625,000 | |||
Share dividend | 575,000 | 575,000 | |||
Sponsor | |||||
Number of shares surrender | 131,250 | ||||
Sponsor | Class B Common Stock | |||||
Number of shares surrender | 131,250 | ||||
Sponsor | Founder Shares | Class B Common Stock | |||||
Share dividend | 1,006,250 | ||||
Sponsor | Founder Shares | Over-allotment option | Class B Common Stock | |||||
Shares subject to forfeiture | 825,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Private Placement | Class A Common Stock Subject to RedemptionCommon Stock [Member] | Class A Common Stock Subject to RedemptionPrivate PlacementCommon Stock [Member] | Class B Common StockCommon Stock [Member] | Additional Paid-in CapitalCommon Stock [Member] | Additional Paid-in CapitalPrivate PlacementCommon Stock [Member] | Accumulated DeficitCommon Stock [Member] | Accumulated DeficitPrivate PlacementCommon Stock [Member] | As Previously Reported | As Previously ReportedClass A Common Stock Subject to RedemptionCommon Stock [Member] | As Previously ReportedClass B Common StockCommon Stock [Member] | As Previously ReportedAdditional Paid-in CapitalCommon Stock [Member] | As Previously ReportedAccumulated DeficitCommon Stock [Member] |
Beginning balance at Oct. 06, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Beginning balance, Shares at Oct. 06, 2020 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of Class B ordinary shares to sponsor | 25,000 | $ 720 | 24,280 | |||||||||||
Issuance of Class B ordinary shares to sponsor, (in Shares) | 7,200,000 | |||||||||||||
Net Loss | (20,000) | (20,000) | ||||||||||||
Ending balance at Dec. 31, 2020 | 5,000 | $ 720 | 24,280 | (20,000) | $ 5,000 | $ 0 | $ 662 | $ 24,338 | $ (20,000) | |||||
Ending Balance, Shares at Dec. 31, 2020 | 7,200,000 | 0 | 6,625,000 | |||||||||||
Beginning balance at Oct. 06, 2020 | $ 0 | $ 0 | 0 | 0 | ||||||||||
Beginning balance, Shares at Oct. 06, 2020 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Sale of units (in shares) | 999,713 | |||||||||||||
Ending balance at Mar. 08, 2021 | $ 13,455,035 | 28,393,202 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 5,000 | $ 720 | 24,280 | (20,000) | 5,000 | $ 0 | $ 662 | 24,338 | (20,000) | |||||
Beginning balance, Shares at Dec. 31, 2020 | 7,200,000 | 0 | 6,625,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock Dividend of Class B ordinary shares to Sponsor | $ 58 | (58) | 0 | |||||||||||
Stock Dividend of Class B ordinary shares to Sponsor (in Shares) | 575,000 | |||||||||||||
Sale of units | $ 214,438,838 | $ 2,430 | 214,436,408 | 0 | ||||||||||
Sale of units (in shares) | 24,300,287 | 24,300,287 | ||||||||||||
Sale of Private Placement Units | $ 35,000,000 | $ 350 | $ 34,999,650 | $ 0 | ||||||||||
Sale of Private Placement Warrants | $ 6,860,057 | 6,860,057 | 0 | |||||||||||
Ordinary shares subject to redemption | (243,002,870) | $ (2,430) | (243,000,440) | 0 | ||||||||||
Ordinary shares subject to redemption (in Shares) | (24,300,287) | |||||||||||||
Net Loss | (1,738,750) | 0 | (1,738,750) | (2,234,911) | ||||||||||
Over allotment option (as restated) | (1,056,000) | (1,056,000) | ||||||||||||
Ending balance at Mar. 31, 2021 | 10,506,275 | $ 350 | $ 720 | 12,263,955 | (1,758,750) | 25,983,027 | ||||||||
Ending Balance, Shares at Mar. 31, 2021 | 3,500,000 | 7,200,000 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 5,000 | $ 720 | 24,280 | (20,000) | 5,000 | $ 0 | $ 662 | 24,338 | (20,000) | |||||
Beginning balance, Shares at Dec. 31, 2020 | 7,200,000 | 0 | 6,625,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net Loss | (6,587,297) | (7,643,297) | ||||||||||||
Ending balance at Jun. 30, 2021 | 5,657,728 | $ 350 | $ 695 | 12,263,980 | (6,607,297) | 20,574,641 | ||||||||
Ending Balance, Shares at Jun. 30, 2021 | 3,500,000 | 6,950,072 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 5,000 | $ 720 | 24,280 | (20,000) | 5,000 | $ 0 | $ 662 | $ 24,338 | $ (20,000) | |||||
Beginning balance, Shares at Dec. 31, 2020 | 7,200,000 | 0 | 6,625,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Sale of Private Placement Units | 35,000,000 | |||||||||||||
Net Loss | (7,454,424) | (8,510,424) | ||||||||||||
Ending balance at Sep. 30, 2021 | 4,790,601 | $ 350 | $ 695 | 12,263,980 | (7,474,424) | 4,790,601 | ||||||||
Ending Balance, Shares at Sep. 30, 2021 | 3,500,000 | 6,950,072 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Sale of Private Placement Units (in Shares) | 3,500,000 | 3,500,000 | ||||||||||||
Beginning balance at Mar. 31, 2021 | 10,506,275 | $ 350 | $ 720 | 12,263,955 | (1,758,750) | 25,983,027 | ||||||||
Beginning balance, Shares at Mar. 31, 2021 | 3,500,000 | 7,200,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net Loss | (4,848,547) | (4,848,547) | (5,408,386) | |||||||||||
Surrender and cancellation of Founder Shares | $ (25) | 25 | ||||||||||||
Surrender and cancellation of Founder Shares (in Shares) | (249,928) | |||||||||||||
Ending balance at Jun. 30, 2021 | 5,657,728 | $ 350 | $ 695 | 12,263,980 | (6,607,297) | 20,574,641 | ||||||||
Ending Balance, Shares at Jun. 30, 2021 | 3,500,000 | 6,950,072 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net Loss | (867,127) | (867,127) | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 4,790,601 | $ 350 | $ 695 | $ 12,263,980 | $ (7,474,424) | $ 4,790,601 | ||||||||
Ending Balance, Shares at Sep. 30, 2021 | 3,500,000 | 6,950,072 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | Feb. 28, 2021 |
Sale of units (in shares) | 22,000,000 | 24,300,287 | 999,713 | ||||
Class B Common Stock | |||||||
Shares subject to forfeiture | 249,928 | 825,000 | 825,000 | 249,928 | 249,928 | ||
Private Placement | |||||||
Sale of Private Placement Warrants (in shares) | 3,500,000 | ||||||
Over-allotment option | |||||||
Sale of units (in shares) | 2,300,287 | 25,300,000 | 2,300,287 | 3,300,000 | |||
Sale of Private Placement Warrants (in shares) | 3,300,000 | 3,300,000 | 3,300,000 | ||||
Founder Shares | Class B Common Stock | |||||||
Common shares, issued and outstanding | 7,200,000 | 6,625,000 | |||||
Share dividend | 575,000 | 575,000 | |||||
Sponsor | |||||||
Number of shares surrender | 131,250 | ||||||
Sponsor | Class B Common Stock | |||||||
Number of shares surrender | 131,250 | ||||||
Sponsor | Founder Shares | Class B Common Stock | |||||||
Share dividend | 1,006,250 | ||||||
Sponsor | Founder Shares | Over-allotment option | Class B Common Stock | |||||||
Shares subject to forfeiture | 825,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (20,000) | $ (7,454,424) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | |
Change in fair value of warrant liability | 4,597,738 | |
Change in fair value of over-allotment option liability | (1,056,000) | |
Offering cost allocated to warrant liability | 299,523 | |
Interest earned on investments held in Trust Account | (12,416) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (5,000) | (629,798) |
Related party receivable | (215,653) | |
Accounts payable and accrued offering costs | 2,257,622 | |
Net cash used in operating activities | (20,000) | (2,213,409) |
Cash Flows from Investing Activities | ||
Investment of cash into trust account | (278,002,870) | |
Net cash used in investing activities | (278,002,870) | |
Cash Flows from Financing Activities | ||
Proceeds from sale of Units, net of underwriting discounts paid | 238,142,813 | |
Proceeds from sale of Private Placement Units | 35,000,000 | |
Proceeds from sale of Private Placement Warrants | 6,860,057 | |
Proceeds from promissory note - related party | 25,716 | 330,653 |
Payment of offering costs | (5,716) | |
Net cash provided by financing activities | 20,000 | 280,333,523 |
Net Change in Cash | 0 | 117,244 |
Cash - Beginning of period | 0 | 0 |
Cash - End of period | 0 | 117,244 |
Non-cash investing and financing activities: | ||
Deferred Offering Costs | 557,663 | |
Proceeds from Promissory Note with Related Party for Offering Cost | 105,927 | |
Deferred offering costs paid directly by sponsor in exchange for issuance of Class B ordinary shares | 20,000 | |
Class A ordinary share subject to possible redemption | 228,002,870 | |
Initial Classification of Warrant liability | 14,916,913 | |
Offering costs included in accrued offering costs | $ 531,947 | |
Deferred underwriting fee payable | 8,505,100 | |
Aurora Acquisition Corp [Member] | ||
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | $ (12,417) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1—ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Aurora Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 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 (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company ha d non-operating The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 3,000,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, the sale of 3,500,000 private placement units (the “Novator Private Placement Units”) for $35,000,000 to the sponsor, directors and executive officers of the Company and the sale of 4,266,667 warrants (or 4,706,667 warrants if the underwriters’ over-allotment option is exercised on full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Novator Capital Sponsor Ltd., or Novator, an affiliate of Novator Capital Ltd. (the “Sponsor”) and certain of the Company’s directors and executive officers, that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering, the sale of the Novator Private Placement Units and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account trust account or more of the issued and outstanding voting securities of the target 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering and Novator Private Placement, management has agreed that $10.00 per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private Placement Warrants and Novator Private Placement Units will be held in a trust account (the “trust account trust account The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares, with the exception of the founder shares and Novator Private Placement Shares $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including 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. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, Directors and Officers have agreed to vote their Founder Shares (as defined in Note 5), Novator Private Placement Shares and any Public Shares purchased in or after the Proposed Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor, Directors and Officers have agreed (a) to waive their redemption rights with respect to any Founder Shares, Novator Private Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until 24 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete a Business Combination. 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 no more than of the outstanding Public Shares and Novator Private Placement Shares, at a per-share The Sponsor, Director and Officers have 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 Sponsor, Director and Officers have acquired Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the trust account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the trust account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the Public Shares and Novator Private Placement Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $ 10.00 per Public Share or (2) such lesser amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed 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 Sponsors 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 Sponsors will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Going Concern Consideration At December 31, 2020, the Company had no cash and a working capital deficit of $552,663. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1—Organization and Plan of Business Operations Aurora Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 8, 2021, the Company had not commenced any operations. All activity for the period from October 7, 2020 (inception) through March 8, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 3, 2021. On March 8, 2021, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 private placement units (the “Novator Private Placement Units”) at a price of $10.00 per Novator Private Placement Unit in a private placement to the Sponsor, directors, and executive officers of the Company, generating gross proceeds of $35,000,000. In addition, the Company consummated the sale of 4,266,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Novator Capital Sponsor Ltd., or Novator, an affiliate of Novator Capital Ltd. (the “Sponsor”) and certain of the Company’s directors and executive officers, generating gross proceeds of $6,400,000, which is described in Note 4. Transaction costs amounted to $12,991,472, consisting of $4,400,000 of underwriting fees, $7,700,000 of deferred underwriting fees (see Note 6) and $891,472 of other offering costs. Following the closing of the Initial Public Offering on March 8, 2021, an amount of $255,000,000 ($10.00 per Unit) (see Note 5) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Novator Private Placement Units and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 On March 10, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 2,300,287 Units issued for an aggregate amount of $23,002,870 in gross proceeds ($22,542,813 of net proceeds). In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 306,705 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $460,057. A total of $23,002,870 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $278,002,870 (see Note 8). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the sale of the Novator Private Placement Units and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares, with the exception of the Founder Shares Private Placement Shares If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, Directors and Officers have agreed to vote their Founder Shares (as defined in Note 5), Novator Private Placement Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. pre-initial The Company will have until March 8, 2023 to consummate a Business Combination (the “Combination Period”). However, 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 per-share The Sponsor, Director and Officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, Director and Officers acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Liquidity and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aurora Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 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 (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. A non-operating The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 3, 2021. On March 8, 2021, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 private placement units (the “Novator Private Placement Units”) at a price of $10.00 per Novator Private Placement Unit in a private placement to the S per Private Placement Warrant in a private placement to Novator Capital Sponsor Ltd., or Novator, an affiliate of Novator Capital Ltd. (the “Sponsor”) , Transaction costs amounted to $13,946,641 consisting of $4,860,057 of underwriting fees, $8,505,100 of deferred underwriting fees (see Note 6) and $581,484 of other offering costs. Following the closing of the Initial Public Offering on March 8, 2021, an amount of $255,000,000 ($10.00 per Unit) (see Note 6) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Novator Private Placement Units and the sale of the Private Placement Warrants was placed in a trust account (the “trust account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 On March 10, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 2,300,287 Units issued for an aggregate amount of $23,002,870 in gross proceeds ($22,542,813 of net proceeds). In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 306,705 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $460,057. A total of $23,002,870 was deposited into the trust account, bringing the aggregate proceeds held in the trust account to $278,002,870 (see Note 8) as of September The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the sale of the Novator Private Placement Units, the sale of the Private Placement Warrants and the partial exercise of the underwriters’ over-allotment option, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination and to pay the deferred portion of the underwriters’ discount associated with the Initial Public Offering and partial exercise of the underwriters’ over-allotment option. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at of the net assets held in the trust account (excluding deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or or more of the issued and outstanding voting securities of the target 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. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, the exercise of the over-allotment option and Novator Private Placement, management has agreed that per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants and Novator Private Placement Units will be held in a trust account and invested 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 meeting certain conditions of Rule 2a-7 The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares, with the exception of the founder shares and Novator private placement shares (“Private Placement Shares”), t a two business days t a If the Company seeks shareholder approval in connection with a Business Combination, it will need to receive an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company (assuming a Quorum is present). If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined in Note 5), Novator Private Placement Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor and the Company’s directors and officers have agreed (a) to waive their redemption rights with respect to any Founder Shares, Novator Private Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. 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 no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares and Novator Private Placement Shares, at a per-share t a The Sponsor and the Company’s directors and officers have 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, any Public Shares acquired by the Sponsor or the Company’s directors and officers and Novator Private Placement Shares will be entitled to liquidating distributions from the trust account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the trust account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the Public Shares and Novator Private Placement Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ . The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors 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 Sponsors will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), 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. A R Management has evaluated the impact of the COVID-19 Liquidity and Management’s Plan As of September 30, 2021, the Company had $117,244 in its operating bank account, and a working capital deficit of $2,202,064. P t a This amount would be reflective of estimated total costs of the Company through November 15, 2021 in relation to the business combination, in the event the business combination is unsuccessful. The Note was non-interest re-evaluated |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred offering costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net loss per share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted-average shares were reduced for the effect of an aggregate of Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2—Significant Accounting Policies Basis of Presentation The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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, as amended (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, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statement 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 financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 8, 2021. Cash Held in Trust Account At March 8, 2021, the assets held in the Trust Account were held in cash. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, at March 8, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. 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 up to £85,000 by the Financial Services Compensation Scheme (“FSCS”) per financial institution in the United Kingdom. The Company has not experienced losses on these accounts. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in conformity in U.S. dollars with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Investments held in trust account At September 30, 2021, substantially all of the assets held in the trust account were held in U.S Treasury securities. Deferred offering costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Warrant Liability At September Warrants outstanding (including warrants included in the Novator Private Placement Units). The Company accounts for the Public Warrants and Private Placement Warrants (including warrants included in the Novator Private Placement Units) in accordance with the guidance contained in ASC 815-40. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement re-measurement, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 $ Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. A more-likely-than-not unrecognized tax benefits and amounts accrued for interest and penalties as of S T Net loss per share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted-average shares are reduced for the effect of an aggregate Class B ordinary shares that were forfeited when the over-allotment option was exercised by the underwriters within the 45 of 11,523,444 shares in the calculation of diluted loss per share in connection with the Novator Private Placement Units, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of net earnings (loss) per share for common shares subject to possible redemption and applies the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Nine Months Ended Three Months Ended Class A Common Stock subject to possible Numerator: Earnings attributable to Class A $ (5,385,890 ) $ (606,366 ) Net earnings attributable to Class A Common Stock subject to possible redemption $ (5,385,890 ) $ (606,366 ) Denominator: Weighted-average Basic and diluted weighted-average 24,300,287 24,300,287 Basic and diluted net earnings per share, Class A $ (0.22 ) $ (0.02 ) Non-Redeemable Numerator: Net loss minus net earnings Net income (loss) $ (2,068,434 ) $ (260,761 ) Less: Net earnings attributable to Class A — — Non-redeemable income ( ) $ (2,068,434 ) $ (260,761 ) Denominator: Weighted-average Non-Redeemable Basic and diluted weighted-average Non-Redeemable 9,332,906 10,450,072 Basic and diluted net loss per share, Non-Redeemable $ (0.22 ) $ (0.02 ) 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 85,000 R Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would h a R The Company restated its previously issued financial statements to classify Class A common stock subject to redemption in temporary equity at redemption value. In the Company’s previously issued financial statements, the Class A subject to redemption were originally recorded at the correct full redemption value. In the subsequent periods, beginning with the period ending March 8, 2021, the Class A shares were restated to account for the initial classification of the warrant liability. Class A shares subject to redemption were then restated and presented net of the warrant value and costs associated with the issuance of warrants. In light of the recent SEC Staff communications, management, in accordance with ASC 480-10-S99, Lastly, the Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The Company concluded that the underwriters’ over-allotment option to purchase up to 3,300,000 additional Units should have been classified as a liability pursuant to ASC 480. 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 changes and has determined that the related impacts were material to any previously presented financial statements and such previously presented financial statements could not still be relied upon. Additionally, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report the Class A shares to their redemption amount and the over-allotment option liability. I The Company’s accounting for the adjustments described above did not have any effect on the Company’s previously reported assets or liabilities. The impact of the restatement of the Company’s previously issued financial statements is reflected in the following table: As Reported Adjustments As Restated Balance Sheet as of March 8, 2021 Total Assets 257,005,000 — 257,005,000 Over-allotment option liability $ — 1,056,000 1,056,000 Current Liabilities 911,798 1,056,000 1,967,798 Total Liabilities 8,611,798 14,938,167 23,549,965 Class A common Stock 206,117,833 13,882,167 220,000,000 Shareholders’ equity (deficit): Additional paid-in 28,705,110 (14,938,167 ) 13,766,943 Total shareholders’ equity (deficit): 28,393,202 (14,938,167 ) 13,455,035 As Reported Adjustments As Restated Balance sheet as of March 31, 2021 and Statement of Changes in Shareholders’ Equity (Deficit) for the three months ending March 31, 2021 Total Assets 280,004,055 — 280,004,055 Current Liabilities: Over-allotment option liability — 559,839 559,839 Total Liabilities 25,935,071 559,839 26,494,910 Class A common Stock 228,085,957 14,916,913 243,002,870 Shareholders’ equity (deficit): Additional paid-in 28,236,868 (15,972,913 ) 12,263,955 Accumulated deficit (2,254,911 ) 496,161 (1,758,750 ) Total shareholders’ equity (deficit): 25,983,027 (15,476,752 ) 10,506,275 Statement of Cash Flows for three months ended March 31, 2021 Class A ordinary share subject to possible redemption $ 228,085,957 14,916,913 243,002,870 As Reported Adjustments As Restated Statement of Operations for 3 months ending March 31, 2021 Change in fair value of over-allotment liability — 496,161 496,161 Net Income (2,234,911 ) 496,161 (1,738,750 ) Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 24,300,287 — 24,300,287 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption (0.07 ) 0.01 (0.06 ) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 7,218,327 — 7,218,327 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.07 ) 0.01 (0.06 ) As Reported Adjustments As Restated Balance sheet as of June 30, 2021 and Statement of Changes in Stockholders’ Equity (Deficit) for the six months ending June 30, 2021 Total Assets 278,992,888 — 278,992,888 Total Liabilities 30,332,290 — 30,332,290 Class A common Stock $ 228,085,957 14,916,913 243,002,870 Stockholders’ equity (deficit): Additional paid-in capital 28,236,893 (15,972,913 ) 12,263,980 Accumulated deficit (7,663,297 ) 1,056,000 (6,607,297 ) Total stockholders’ equity (deficit): $ 20,574,641 (14,916,913 ) 5,657,728 Statement of Cash Flows for the six months ending June 30, 2021 Class A ordinary share subject to possible redemption $ 228,085,957 14,916,913 243,002,870 As Reported Adjustments As Restated Statement of Operations for the three months ending June 30, 2021 Change in fair value of over-allotment liability — 559,839 559,839 Net Income (5,408,386 ) 559,839 (4,848,547 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.17 ) 0.02 (0.15 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 7,544,201 — 7,544,201 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.17 ) 0.02 (0.15 ) As Reported Adjustments As Restated Statement of Operations for the six months ending June 30, 2021 Change in fair value of over-allotment liability — 1,056,000 1,056,000 Net Income (7,643,297 ) 1,056,000 (6,587,297 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.23 ) 0.03 (0.20 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 8,729,045 — 8,729,045 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.23 ) 0.03 (0.20 ) As Reported Adjustments As Restated Balance sheet as of September 30, 2021 and Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ending September 30, 2021 Total Assets 278,982,982 — 278,982,982 Total Liabilities 31,189,511 — 31,189,511 Stockholders’ equity (deficit): Additional paid-in capital 13,319,980 (1,056,000 ) 12,263,980 Accumulated deficit (8,530,424 ) 1,056,000 (7,474,424 ) Total stockholders’ equity (deficit): 4,790,601 — 4,790,601 As Reported Adjustments As Restated Statement of Operations for the nine months ending September 30, 2021 Change in fair value of over-allotment liability — 1,056,000 1,056,000 Net Income (8,510,424 ) 1,056,000 (7,454,424 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.25 ) 0.03 (0.22 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 9,332,906 — 9,332,906 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.25 ) 0.03 (0.22 ) |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 5 Months Ended | 9 Months Ended |
Mar. 08, 2021 | Sep. 30, 2021 | |
Text Block [Abstract] | ||
INITIAL PUBLIC OFFERING | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-four | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering (and the partial exercise of the underwriter’s overallotment option), the Company one-four In connection with the IPO, the Company granted the underwriters a 45-day |
PROPOSED PUBLIC OFFERING
PROPOSED PUBLIC OFFERING | 3 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
PROPOSED PUBLIC OFFERING | NOTE 3—PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale up to 22,000,000 Units (or 25,300,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-quart |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Equity [Abstract] | |||
PRIVATE PLACEMENTS | NOTE 4—PRIVATE PLACEMENTS The Sponsor, and certain Directors and Officers have committed to purchase an aggregate of 4,266,667 Private Placement Warrants (or 4,706,667 Private Placement Warrants if the underwriters’ over-allotment is exercised in full) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,400,000 (or $7,060,000, if the underwriters’ over-allotment option is exercised in full) from the Company in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Proposed Public Offering held in the trust account . If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the trust account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Sponsor, and certain of our directors, and executive officers have agreed to purchase 3,500,000 Novator Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $35,000,000 in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Unit will consist of one Novator Private Placement Share and one-quarter | Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor, and certain Directors and Officers purchased an aggregate of 4,266,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,400,000 from the Company. The Sponsor, and certain Directors and Officers have agreed to purchase up to an additional 440,000 Private Placement Warrants, for an aggregate purchase price of an additional $660,000, if the over-allotment option is exercised in full in part by the underwriters (see Note 8). On March 10, the Sponsor, and certain Directors and Officers purchased 306,705 Private Placement Warrants for an additional aggregate purchase price of $460,057 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Sponsor, and certain Directors and Officers also purchased 3,500,000 Novator Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $35,000,000. Each Private Placement Unit consists of one Novator Private Placement Share and one-quarter | NOTE 4. PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor, and certain of the Company’s directors and officers purchased an aggregate of 4,266,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,400,000 from the Company. The Sponsor and certain of the Company’s directors and officers have agreed to purchase up to an additional 440,000 Private Placement Warrants, for an aggregate purchase price of an additional $660,000, if the over-allotment option is exercised in full in part by the underwriters. On March 10, the Sponsor and certain of the Company’s directors and officers purchased 306,705 Private Placement Warrants for an additional aggregate purchase price of $460,057 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the t a The Sponsor and certain of the Company’s directors and officers also purchased 3,500,000 Novator Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $35,000,000. Each Private Placement Unit consists of one Novator Private Placement Share and one-quarter |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |||
RELATED PARTY TRANSACTIONS | NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On December 9, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of Class B ordinary shares (the “Founder Shares”). During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently being issued a cancellation for 131,250 Class B ordinary shares, resulting in an aggregate of 6,625,000 founder shares issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding (see Note 8). The Founder Shares include an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Proposed Public Offering and Novator Private Placement. All share and per-share The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares (or Novator Private Placement Shares) until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a 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 Administrative Services Agreement The Company intends to enter into an agreement, commencing on the date of this Proposed Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative services. Promissory Note—Related Party On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 . The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to a maximum of of such Working Capital Loans (including loans made in connection with a business combination, the payment of offering expenses or otherwise) may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | Note 5—Related Party Transactions Founder Shares On December 9, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently cancelled 131,250 Class B ordinary shares, resulting in an aggregate of 6,625,000 Founder Shares issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 Founder Shares issued and outstanding. The Founder Shares include an aggregate of up to 249,928 shares that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option (see Note 8), so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering and Novator Private Placement. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares (or Novator Private Placement Shares) until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a 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 Due from Trust Account At the closing of the Initial Public Offering on March 8, 2021, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $2,000,000 was inadvertently deposited into the Trust Account. Such amount should have been transferred to the Company to be held outside of the Trust Account for working capital purposes. Such amount was paid transferred to the Company on March 9, 2021. Administrative Services Agreement The Company entered into an agreement, commencing on March 8, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative services. Promissory Note—Related Party On November 23, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 9, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of Class B ordinary shares (the “Founder Shares”). During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently being issued a cancellation for 131,250 Class B ordinary shares, resulting in an aggregate of 6,625,000 founder shares issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. On May 10, 2021, as a result of the underwriters’ election to partially exercise their over allotment per-share The Sponsor 30-trading o Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 private placement units (the “Novator Private Placement Units”) at a price of $10.00 per Novator Private Placement Unit in a private placement to the Sponsor, directors, and executive officers of the Company, generating gross proceeds of $35,000,000. In addition, the Company consummated the sale of 4,266,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Novator Capital Sponsor Ltd., or Novator, an affiliate of Novator Capital Ltd. (the “Sponsor”) and certain of the Company’s directors and executive officers, generating gross proceeds of $6,400,000, which is described in Note 4. Director Services Agreement On October 15, 2021, Merger Sub entered into a Director’s Services Agreement (the “DSA”) by and among Merger Sub, Caroline Jane Tucker (the “Director”), and the Company, effective as of May 10, 2021. Under the terms of the DSA, the Director is to provide services to Merger Sub which include acting as a non-executive Promissory Note from Related Party On May 10th, 2021, the Company issued an unsecured promissory note (the “Note”) to the Sponsor (“Payee”), pursuant to which the Company could borrow up to an aggregate principal amount of $ . The Note was non-interest bearing and payable by check or wire transfer of immediately available funds or as otherwise determined by the Company to such account as the Payee may from time to time designate by written notice in accordance with the provision of the Note. Effective as of the date hereof, this Note amended and restated in its entirety that certain Promissory Note dated as of December 9, 2020 (the “Prior Note”) issued by the Company to the Payee in the principal amount of $ . Should the Company’s operating costs, in relation to its proposed business combination, exceed the amounts still available and not currently drawn under the promissory note, the Sponsor shall increase the amount available under the promissory note to cover such costs, subject to an aggregate cap of $5,000,000. This amount would be reflective of estimated total costs of the Company through November 15, 202 1 Related Party Receivable Better, the target of the Company’s prospective merger, has a side letter agreement with each of Pine Brook Capital Partners II, L.P. (“Pine Brook”) and another Better stockholder where Better has the right to repurchase for de minimis |
COMMITMENTS
COMMITMENTS | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
COMMITMENTS | NOTE 6—COMMITMENTS Registration Rights Our sponsor, directors and executive officers will have rights to require us to register any of our securities held by them for resale under the Securities Act pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, the holders of the founder shares, private placement warrants, Novator Private Placement Shares Underwriting Agreement The Company will grant the underwriters a 45-day The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $4,400,000 in the aggregate (or $5,060,000 if the underwriters’ over-allotment is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $7,700,000 in the aggregate (or $8,855,000 if the underwriters’ over-allotment is exercised in full). 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. | Note 6—Commitments and Contingencies Registration and Shareholders Rights Pursuant to a registration and shareholder rights agreement entered into on March 3, 2021, the sponsor, directors and executive officers have rights to require the Company to register any of its securities held by them for resale under the Securities Act. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, the holders of the Founder Shares, Private Placement Warrants, Novator Private Placement Shares, 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, Novator Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,700,000 in the aggregate (or $8,855,000 if the underwriters’ over-allotment is exercised in full) (see Note 8). 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. | NOTE 6. COMMITMENTS Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Registration Rights Pursuant to a registration and shareholder rights agreement entered into on March 3, 2021, the Sponsor and the Company’s directors and executive officers have rights to require the Company to register any of its securities held by them for resale u n o Underwriting Agreement In connection with the IPO, the Company granted the underwriters a 45-day In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit. 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. Litigation Matters Aurora and its affiliate, Merger Sub (together, “Aurora”), were named as co-defendants with Better in a lawsuit initially filed in July 2021 by Pine Brook. Pine Brook sought, among other things, declaratory judgments and damages in relation to a side letter agreement that had been entered into with Better in 2019, as well as a lockup provision restricting the transfer of stock after the merger with Better for any holders of 1% or more of Better’s pre-merger shares for a period of 6 months post-merger. Aurora was named as a defendant only with respect to the lockup claims. On November 1, 2021, the parties to the lawsuit entered into a confidential settlement agreement, resolving all claims in the above action, and the action was dismissed with prejudice pursuant to the court’s November 3, 2021 order. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Federal Home Loan Banks [Abstract] | |||
SHAREHOLDER'S EQUITY | NOTE 7—SHAREHOLDER’S EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination, or earlier at the option of the holders thereof, 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 as-converted one-for-one. Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise 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 thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00 —Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sales price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading the third If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Class A Ordinary Shares When the Price per Class A Ordinary Share Equals or Exceeds $10.00 —Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary share s 30-trading • There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, Novator Private Placement Shares The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted-average The Private Placement Warrants and Novator Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Novator Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Novator Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, | Note 7—Shareholders’ Equity Preference Shares Class A Ordinary Shares March 8, 2021, there were 3,500,000 Class A ordinary shares issued and outstanding, excluding 22,000,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination, or earlier at the option of the holders thereof, 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 as-converted one-for-one. Warrants— The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption of the warrant holders. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its 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, and the $18.00 per share redemption trigger price 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 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 and Novator Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Novator Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Novator Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares - m Class A Ordinary Shares - September Class B Ordinary Shares - September Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination, or earlier at the option of the holders thereof, 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 the total number of ordinary shares issued and outstanding upon completion of this offering and the Novator Private Placement, plus will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. On the first business day following the consummation of the Business Combination at a ratio such that the total number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, % of the sum of (i) the total number of Class A ordinary shares (including any such shares issued following the exercise of the over-allotment option), plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any warrants issued in a private placement to the Sponsor or an affiliate of the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with the Business Combination. In no event will any Founder Shares convert into Class A ordinary shares at a ratio that is less than one-for-one. Warrants - Public Offering. The The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise 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 thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sales price of the Class A ordinary shares equals or exceeds $18.00 per share (as adj u 30-trading third If and when the warrants become redeemable by the Company, the Comp a a Redemption of Warrants for Class A Ordinary Shares When the Price per Class A Ordinary Share Equals or Exceeds $10.00 90 • in whole and not in part; • at $0.10 per warrant • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading • There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares Private Placement Shares The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted-average The Private Placement Warrants and Novator Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Novator Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Warrants non-redeemable, |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, investments held in the Trust account were comprised of $278,015,286 in money market funds which are invested primarily in U.S. Treasury Securities. As of September 30, 2021, the Company did not withdraw any interest income from the trust account. The Company utilizes a Modified Black Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon Transfers to/from Levels 1, 2 and 3 are recognized at the end 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 in June 2021 after the Public Warrants were separately listed and traded. The fair value of the Public Warrants issued in connection with the Initial Public Offering is measured based on the listed market price of such warrants, a Level 1 measurement. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Assets: Investments held in trust account $ 278,015,286 $ — $ — Liabilities: Derivative public warrant liabilities 9,598,614 — — Derivative private warrant liabilities — — 9,916,037 Total Fair Value $ 287,613,900 $ — $ 9,916,037 The following table provides the significant unobservable inputs used in the Modified Black Scholes model to measure the fair value of the Private Placement Warrants: At March 8, 2021 As of Stock price 10.02 9.93 Strike price 11.50 11.50 Probability of completing a Business Combination 90.0 % 100 % Remaining term (in years) 5.5 5.0 Volatility 15.00 % 25.00 % Risk-free rate 0.96 % 0.98 % Fair value of warrants 0.86 1.82 Fair value as of December 31, 2020 $ — Initial measurement at March 8, 2021 13,882,167 Initial measurement of over-allotment warrants 1,034,746 Change in valuation inputs or other assumptions 1,836,968 Fair value as of March 31, 2021 $ 16,753,881 Transfer of Public Warrants to Level 1 (6,075,072 ) Change in valuation inputs or other assumptions (54,483 ) Fair value as of June 30, 2021 10,624,326 Change in valuation inputs or other assumptions (708,289 ) Fair value as of September 30, 2021 9,916,037 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | |||
SUBSEQUENT EVENTS | NOTE 8—SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as described below or in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently issued a cancellation for 131,250 Class B ordinary shares resulting in an aggregate of 6,625,000 founder shares being issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. All per share amounts have been retroactively restated to reflect the share transactions (see Note 5). | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 12, 2021, the date that the financial statement was issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. On March 9, 2021, the Company received the $2,000,000, which was transferred from the cash held in the Trust Account. On March 10, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 2,300,287 Units issued for an aggregate amount of $23,002,870. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 306,705 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $460,057. Transaction costs associated with the underwriters’ partial exercise of their over-allotment option amounted to $1,265,158, consisting of $460,057 of cash underwriting fees and $805,100 of deferred underwriting fees. A total of $23,002,870 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $278,002,870. As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 575,072 Founder Shares are no longer subject to forfeiture and up to 249,928 Founder Shares remain subject to forfeiture. | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 15, 2021, the date that the financial statement was issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. On October 4, 2021 and November 8, 2021 the Company borrowed an additional amount of $450,000 and $350,000 under the terms of the promissory note for $2,000,000. On November 2, 2021, the Company received written confirmation should the Company’s operating costs, in relation to its proposed business combination, exceed the amounts still available and not currently drawn under the promissory note, the Sponsor shall increase the amount available under the promissory note to cover such costs, subject to an aggregate cap of $5,000,000. On October 29, 2021, the Company filed a second amended S-4 S-4 As of November 3, 2021, the Pine Brook litigation is fully resolved and the lawsuit was dismissed with prejudice. On October 15, 2021, Merger Sub entered into a Director’s Services Agreement (the “DSA”) by and among Merger Sub, Caroline Jane Tucker (the “Director”), and the Company, effective as of May 10, 2021. Under the terms of the DSA, the Director is to provide services to Merger Sub which include acting as a non-executive On November 1, 2021, the Company terminated the services of Continental Stock Transfer & Trust Company (“Continental”) as transfer agent and registrar and appointed Computershare Inc. as its new transfer agent via an appointment and termination of agent letter, effective as of the Second Effective Time (as defined in the Merger Agreement). Furthermore, pursuant to Section 8.2.2. of the Company’s Warrant Agreement, dated March 3, 2021, between the Company and Continental, as warrant agent, herein incorporated by reference, the Company notified Continental that it shall be terminated as the warrant agent and Computershare be appointed as the new warrant agent, effective as of the Second Effective Time (as defined in the Merger Agreement). On November 8, 2021, Khurram Kayani was appointed corporate secretary of the Company in the place of Prabhu Narasimhan with immediate effect. On November 9, 2021, the Sponsor Agreement was amended and restated so that the Sponsor shall forfeit upon the Closing of fifty percent of the Acquiror Private Placement Warrants held by Sponsor as of the date of the Agreement. On November 10, 2021, the Company approved entering into the Plan of Domestication (as defined in the registration statement filed with the United States Securities and Exchange Commission in connection with the Business Combination (the “Registration Statement”)), incorporated by reference herein. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | |||
Basis of presentation | Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of presentation The accompanying financial statements are presented in conformity in U.S. dollars with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | 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, as amended (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, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the | Use of Estimates The preparation of the financial statement 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 financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 8, 2021. | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Investments held in trust account | Investments held in trust account At September 30, 2021, substantially all of the assets held in the trust account were held in U.S Treasury securities. | ||
Cash Held in Trust Account | Cash Held in Trust Account At March 8, 2021, the assets held in the Trust Account were held in cash. | ||
Deferred offering costs | Deferred offering costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. | Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, at March 8, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Warrant Liability | Warrant Liability At September Warrants outstanding (including warrants included in the Novator Private Placement Units). The Company accounts for the Public Warrants and Private Placement Warrants (including warrants included in the Novator Private Placement Units) in accordance with the guidance contained in ASC 815-40. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement re-measurement, | ||
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 $ | ||
Income taxes | Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. A more-likely-than-not unrecognized tax benefits and amounts accrued for interest and penalties as of S T |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted-average shares were reduced for the effect of an aggregate of | Net loss per share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted-average shares are reduced for the effect of an aggregate Class B ordinary shares that were forfeited when the over-allotment option was exercised by the underwriters within the 45 of 11,523,444 shares in the calculation of diluted loss per share in connection with the Novator Private Placement Units, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of net earnings (loss) per share for common shares subject to possible redemption and applies the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Nine Months Ended Three Months Ended Class A Common Stock subject to possible Numerator: Earnings attributable to Class A $ (5,385,890 ) $ (606,366 ) Net earnings attributable to Class A Common Stock subject to possible redemption $ (5,385,890 ) $ (606,366 ) Denominator: Weighted-average Basic and diluted weighted-average 24,300,287 24,300,287 Basic and diluted net earnings per share, Class A $ (0.22 ) $ (0.02 ) Non-Redeemable Numerator: Net loss minus net earnings Net income (loss) $ (2,068,434 ) $ (260,761 ) Less: Net earnings attributable to Class A — — Non-redeemable income ( ) $ (2,068,434 ) $ (260,761 ) Denominator: Weighted-average Non-Redeemable Basic and diluted weighted-average Non-Redeemable 9,332,906 10,450,072 Basic and diluted net loss per share, Non-Redeemable $ (0.22 ) $ (0.02 ) | |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | 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 up to £85,000 by the Financial Services Compensation Scheme (“FSCS”) per financial institution in the United Kingdom. The Company has not experienced losses on these accounts. | 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 85,000 |
Recent issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. | R Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would h a |
Restatement of Previously Issued Financial Statements | R The Company restated its previously issued financial statements to classify Class A common stock subject to redemption in temporary equity at redemption value. In the Company’s previously issued financial statements, the Class A subject to redemption were originally recorded at the correct full redemption value. In the subsequent periods, beginning with the period ending March 8, 2021, the Class A shares were restated to account for the initial classification of the warrant liability. Class A shares subject to redemption were then restated and presented net of the warrant value and costs associated with the issuance of warrants. In light of the recent SEC Staff communications, management, in accordance with ASC 480-10-S99, Lastly, the Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The Company concluded that the underwriters’ over-allotment option to purchase up to 3,300,000 additional Units should have been classified as a liability pursuant to ASC 480. 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 changes and has determined that the related impacts were material to any previously presented financial statements and such previously presented financial statements could not still be relied upon. Additionally, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report the Class A shares to their redemption amount and the over-allotment option liability. I The Company’s accounting for the adjustments described above did not have any effect on the Company’s previously reported assets or liabilities. The impact of the restatement of the Company’s previously issued financial statements is reflected in the following table: As Reported Adjustments As Restated Balance Sheet as of March 8, 2021 Total Assets 257,005,000 — 257,005,000 Over-allotment option liability $ — 1,056,000 1,056,000 Current Liabilities 911,798 1,056,000 1,967,798 Total Liabilities 8,611,798 14,938,167 23,549,965 Class A common Stock 206,117,833 13,882,167 220,000,000 Shareholders’ equity (deficit): Additional paid-in 28,705,110 (14,938,167 ) 13,766,943 Total shareholders’ equity (deficit): 28,393,202 (14,938,167 ) 13,455,035 As Reported Adjustments As Restated Balance sheet as of March 31, 2021 and Statement of Changes in Shareholders’ Equity (Deficit) for the three months ending March 31, 2021 Total Assets 280,004,055 — 280,004,055 Current Liabilities: Over-allotment option liability — 559,839 559,839 Total Liabilities 25,935,071 559,839 26,494,910 Class A common Stock 228,085,957 14,916,913 243,002,870 Shareholders’ equity (deficit): Additional paid-in 28,236,868 (15,972,913 ) 12,263,955 Accumulated deficit (2,254,911 ) 496,161 (1,758,750 ) Total shareholders’ equity (deficit): 25,983,027 (15,476,752 ) 10,506,275 Statement of Cash Flows for three months ended March 31, 2021 Class A ordinary share subject to possible redemption $ 228,085,957 14,916,913 243,002,870 As Reported Adjustments As Restated Statement of Operations for 3 months ending March 31, 2021 Change in fair value of over-allotment liability — 496,161 496,161 Net Income (2,234,911 ) 496,161 (1,738,750 ) Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 24,300,287 — 24,300,287 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption (0.07 ) 0.01 (0.06 ) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 7,218,327 — 7,218,327 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.07 ) 0.01 (0.06 ) As Reported Adjustments As Restated Balance sheet as of June 30, 2021 and Statement of Changes in Stockholders’ Equity (Deficit) for the six months ending June 30, 2021 Total Assets 278,992,888 — 278,992,888 Total Liabilities 30,332,290 — 30,332,290 Class A common Stock $ 228,085,957 14,916,913 243,002,870 Stockholders’ equity (deficit): Additional paid-in capital 28,236,893 (15,972,913 ) 12,263,980 Accumulated deficit (7,663,297 ) 1,056,000 (6,607,297 ) Total stockholders’ equity (deficit): $ 20,574,641 (14,916,913 ) 5,657,728 Statement of Cash Flows for the six months ending June 30, 2021 Class A ordinary share subject to possible redemption $ 228,085,957 14,916,913 243,002,870 As Reported Adjustments As Restated Statement of Operations for the three months ending June 30, 2021 Change in fair value of over-allotment liability — 559,839 559,839 Net Income (5,408,386 ) 559,839 (4,848,547 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.17 ) 0.02 (0.15 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 7,544,201 — 7,544,201 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.17 ) 0.02 (0.15 ) As Reported Adjustments As Restated Statement of Operations for the six months ending June 30, 2021 Change in fair value of over-allotment liability — 1,056,000 1,056,000 Net Income (7,643,297 ) 1,056,000 (6,587,297 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.23 ) 0.03 (0.20 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 8,729,045 — 8,729,045 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.23 ) 0.03 (0.20 ) As Reported Adjustments As Restated Balance sheet as of September 30, 2021 and Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ending September 30, 2021 Total Assets 278,982,982 — 278,982,982 Total Liabilities 31,189,511 — 31,189,511 Stockholders’ equity (deficit): Additional paid-in capital 13,319,980 (1,056,000 ) 12,263,980 Accumulated deficit (8,530,424 ) 1,056,000 (7,474,424 ) Total stockholders’ equity (deficit): 4,790,601 — 4,790,601 As Reported Adjustments As Restated Statement of Operations for the nine months ending September 30, 2021 Change in fair value of over-allotment liability — 1,056,000 1,056,000 Net Income (8,510,424 ) 1,056,000 (7,454,424 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.25 ) 0.03 (0.22 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 9,332,906 — 9,332,906 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.25 ) 0.03 (0.22 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Net Loss per Common Share | The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Nine Months Ended Three Months Ended Class A Common Stock subject to possible Numerator: Earnings attributable to Class A $ (5,385,890 ) $ (606,366 ) Net earnings attributable to Class A Common Stock subject to possible redemption $ (5,385,890 ) $ (606,366 ) Denominator: Weighted-average Basic and diluted weighted-average 24,300,287 24,300,287 Basic and diluted net earnings per share, Class A $ (0.22 ) $ (0.02 ) Non-Redeemable Numerator: Net loss minus net earnings Net income (loss) $ (2,068,434 ) $ (260,761 ) Less: Net earnings attributable to Class A — — Non-redeemable income ( ) $ (2,068,434 ) $ (260,761 ) Denominator: Weighted-average Non-Redeemable Basic and diluted weighted-average Non-Redeemable 9,332,906 10,450,072 Basic and diluted net loss per share, Non-Redeemable $ (0.22 ) $ (0.02 ) |
Summary of impact on previously issued financial statements | The Company’s accounting for the adjustments described above did not have any effect on the Company’s previously reported assets or liabilities. The impact of the restatement of the Company’s previously issued financial statements is reflected in the following table: As Reported Adjustments As Restated Balance Sheet as of March 8, 2021 Total Assets 257,005,000 — 257,005,000 Over-allotment option liability $ — 1,056,000 1,056,000 Current Liabilities 911,798 1,056,000 1,967,798 Total Liabilities 8,611,798 14,938,167 23,549,965 Class A common Stock 206,117,833 13,882,167 220,000,000 Shareholders’ equity (deficit): Additional paid-in 28,705,110 (14,938,167 ) 13,766,943 Total shareholders’ equity (deficit): 28,393,202 (14,938,167 ) 13,455,035 As Reported Adjustments As Restated Balance sheet as of March 31, 2021 and Statement of Changes in Shareholders’ Equity (Deficit) for the three months ending March 31, 2021 Total Assets 280,004,055 — 280,004,055 Current Liabilities: Over-allotment option liability — 559,839 559,839 Total Liabilities 25,935,071 559,839 26,494,910 Class A common Stock 228,085,957 14,916,913 243,002,870 Shareholders’ equity (deficit): Additional paid-in 28,236,868 (15,972,913 ) 12,263,955 Accumulated deficit (2,254,911 ) 496,161 (1,758,750 ) Total shareholders’ equity (deficit): 25,983,027 (15,476,752 ) 10,506,275 Statement of Cash Flows for three months ended March 31, 2021 Class A ordinary share subject to possible redemption $ 228,085,957 14,916,913 243,002,870 As Reported Adjustments As Restated Statement of Operations for 3 months ending March 31, 2021 Change in fair value of over-allotment liability — 496,161 496,161 Net Income (2,234,911 ) 496,161 (1,738,750 ) Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 24,300,287 — 24,300,287 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption (0.07 ) 0.01 (0.06 ) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 7,218,327 — 7,218,327 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.07 ) 0.01 (0.06 ) As Reported Adjustments As Restated Balance sheet as of June 30, 2021 and Statement of Changes in Stockholders’ Equity (Deficit) for the six months ending June 30, 2021 Total Assets 278,992,888 — 278,992,888 Total Liabilities 30,332,290 — 30,332,290 Class A common Stock $ 228,085,957 14,916,913 243,002,870 Stockholders’ equity (deficit): Additional paid-in capital 28,236,893 (15,972,913 ) 12,263,980 Accumulated deficit (7,663,297 ) 1,056,000 (6,607,297 ) Total stockholders’ equity (deficit): $ 20,574,641 (14,916,913 ) 5,657,728 Statement of Cash Flows for the six months ending June 30, 2021 Class A ordinary share subject to possible redemption $ 228,085,957 14,916,913 243,002,870 As Reported Adjustments As Restated Statement of Operations for the three months ending June 30, 2021 Change in fair value of over-allotment liability — 559,839 559,839 Net Income (5,408,386 ) 559,839 (4,848,547 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.17 ) 0.02 (0.15 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 7,544,201 — 7,544,201 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.17 ) 0.02 (0.15 ) As Reported Adjustments As Restated Statement of Operations for the six months ending June 30, 2021 Change in fair value of over-allotment liability — 1,056,000 1,056,000 Net Income (7,643,297 ) 1,056,000 (6,587,297 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.23 ) 0.03 (0.20 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 8,729,045 — 8,729,045 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.23 ) 0.03 (0.20 ) As Reported Adjustments As Restated Balance sheet as of September 30, 2021 and Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ending September 30, 2021 Total Assets 278,982,982 — 278,982,982 Total Liabilities 31,189,511 — 31,189,511 Stockholders’ equity (deficit): Additional paid-in capital 13,319,980 (1,056,000 ) 12,263,980 Accumulated deficit (8,530,424 ) 1,056,000 (7,474,424 ) Total stockholders’ equity (deficit): 4,790,601 — 4,790,601 As Reported Adjustments As Restated Statement of Operations for the nine months ending September 30, 2021 Change in fair value of over-allotment liability — 1,056,000 1,056,000 Net Income (8,510,424 ) 1,056,000 (7,454,424 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 24,300,287 — 24,300,287 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.25 ) 0.03 (0.22 ) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock 9,332,906 — 9,332,906 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.25 ) 0.03 (0.22 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of information about the company's financial assets and liabilities measured on recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Assets: Investments held in trust account $ 278,015,286 $ — $ — Liabilities: Derivative public warrant liabilities 9,598,614 — — Derivative private warrant liabilities — — 9,916,037 Total Fair Value $ 287,613,900 $ — $ 9,916,037 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides the significant unobservable inputs used in the Modified Black Scholes model to measure the fair value of the Private Placement Warrants: At March 8, 2021 As of Stock price 10.02 9.93 Strike price 11.50 11.50 Probability of completing a Business Combination 90.0 % 100 % Remaining term (in years) 5.5 5.0 Volatility 15.00 % 25.00 % Risk-free rate 0.96 % 0.98 % Fair value of warrants 0.86 1.82 |
Schedule of change in the fair value of the warrant liabilities | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2020 $ — Initial measurement at March 8, 2021 13,882,167 Initial measurement of over-allotment warrants 1,034,746 Change in valuation inputs or other assumptions 1,836,968 Fair value as of March 31, 2021 $ 16,753,881 Transfer of Public Warrants to Level 1 (6,075,072 ) Change in valuation inputs or other assumptions (54,483 ) Fair value as of June 30, 2021 10,624,326 Change in valuation inputs or other assumptions (708,289 ) Fair value as of September 30, 2021 9,916,037 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Detail) | Mar. 10, 2021USD ($)$ / sharesshares | Mar. 08, 2021USD ($)$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 08, 2021USD ($)Day$ / sharesshares | Sep. 30, 2021USD ($)Day$ / sharesshares | Oct. 31, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Condition for future business combination number of businesses minimum | 1 | 1 | 1 | ||||
Sale of units (in shares) | shares | 22,000,000 | 24,300,287 | 999,713 | ||||
Proceeds from sale of Private Placement Warrants | $ 6,860,057 | ||||||
Transaction Costs | $ 12,991,472 | 13,946,641 | |||||
Underwriting fees | 4,400,000 | 4,860,057 | |||||
Deferred underwriting fee payable | $ 22,542,813 | $ 7,700,000 | 7,700,000 | 8,505,100 | |||
Other offering costs | $ 891,472 | 581,484 | |||||
Operating bank account | 117,244 | ||||||
Payments for investment of cash in Trust Account | $ (278,002,870) | ||||||
Condition for future business combination use of proceeds percentage | 80.00% | 80.00% | 80.00% | ||||
Condition for future business combination threshold Percentage Ownership | 50.00% | 50.00% | 50.00% | ||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||||||
Redemption limit percentage without prior consent | 20.00% | 20.00% | 20.00% | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | |||||
Redemption period upon closure | 10 days | 10 days | 10 days | ||||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Working capital deficit | $ 552,663 | $ 2,202,064 | |||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||||||
Promissory note | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate principal amount | $ 2,000,000 | ||||||
Aggregate cap of notes to cover operating costs | $ 5,000,000 | ||||||
Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 4,266,667 | ||||||
Price of warrant | $ / shares | $ 1.50 | ||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | ||||||
Initial Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units (in shares) | shares | 2,300,287 | 22,000,000 | 22,000,000 | 24,300,287 | |||
Proceeds from issuance initial public offering | $ 220,000,000 | $ 220,000,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||
Underwriting fees | $ 4,860,057 | ||||||
Other offering costs | 581,484 | ||||||
Payments for investment of cash in Trust Account | $ 255,000,000 | $ 255,000,000 | |||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | 5,000,001 | 5,000,001 | ||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 3,500,000 | ||||||
Investment Of Proceeds In Trust Account | $ 23,002,870 | ||||||
Aggregate proceeds held in the Trust Account | $ 278,002,870 | $ 278,002,870 | |||||
Private Placement | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 4,266,667 | 4,266,667 | 4,266,667 | 4,266,667 | |||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | $ 6,400,000 | |||||
Underwriters Over Allotment [Member] | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 4,706,667 | ||||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units (in shares) | shares | 2,300,287 | 25,300,000 | 2,300,287 | 3,300,000 | |||
Proceeds from issuance initial public offering | $ 23,002,870 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Sale of Private Placement Warrants (in shares) | shares | 3,300,000 | 3,300,000 | 3,300,000 | ||||
Net Proceeds | $ 22,542,813 | ||||||
Option is exercised | shares | 3,000,000 | ||||||
Over-allotment option | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Sale of Private Placement Warrants (in shares) | shares | 306,705 | 3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | ||
Price of warrant | $ / shares | $ 1.50 | ||||||
Proceeds from sale of Private Placement Warrants | $ 460,057 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | |
Summary Of Significant Accounting Policy [Line Items] | ||||
Offering costs | $ 5,716 | |||
Underwriting fees | $ 4,400,000 | $ 4,860,057 | ||
Other offering costs | 891,472 | 581,484 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | |
Unrecognized tax benefits | 0 | $ 0 | ||
Shares excluded from calculation of diluted loss per share | 11,523,444 | |||
Cash equivalents | $ 0 | $ 0 | $ 0 | |
Over allotment vesting option period | 45 days | |||
Public Warrants | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Warrants outstanding | shares | 6,075,072 | |||
Private Placement Warrants [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Warrants outstanding | shares | 5,448,372 | |||
Initial Public Offering | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Offering costs | $ 13,946,641 | |||
Underwriting fees | 4,860,057 | |||
Deferred underwriting fees | 8,505,100 | |||
Other offering costs | 581,484 | |||
Offering costs charged to shareholders' equity | 13,647,105 | |||
Initial Public Offering | Public Warrants | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Offering costs | $ 299,523 | |||
Over-Allotment Option [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,300,000 | |||
Class B Common Stock | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Shares subject to forfeiture | 825,000 | 825,000 | 249,928 | 249,928 |
Class B Common Stock | Over-Allotment Option [Member] | Founder Shares [Member] | Sponsor [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Shares subject to forfeiture | 825,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | ||
Denominator For Calculation Of Earnings Per Share [Abstract] | |||||||
Net income (loss) | $ (867,127) | $ (4,848,547) | $ (1,738,750) | $ (20,000) | $ (6,587,297) | $ (7,454,424) | |
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption | [1] | 6,375,000 | |||||
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption | $ 0 | ||||||
Class A Common Stock Subject to Redemption | |||||||
Denominator For Calculation Of Earnings Per Share [Abstract] | |||||||
Net earnings attributable to Common Stock subject to possible redemption | $ (606,366) | $ (5,385,890) | |||||
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption | 24,300,287 | 24,300,287 | 24,300,287 | 24,300,287 | 24,300,287 | ||
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption | $ (0.02) | $ (0.15) | $ (0.06) | $ (0.20) | $ (0.22) | ||
Non-Redeemable Class A and Class B Common Stock | |||||||
Denominator For Calculation Of Earnings Per Share [Abstract] | |||||||
Net income (loss) | $ (260,761) | $ (2,068,434) | |||||
Net earnings attributable to Common Stock subject to possible redemption | $ (260,761) | $ (2,068,434) | |||||
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption | 10,450,072 | 9,332,906 | |||||
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption | $ (0.02) | $ (0.22) | |||||
[1] | Excludes an aggregate of up to 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently issued a cancellation for 131,250 shares resulting in an aggregate of 6,625,000 founder shares being issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. All shares and Class B ordinary share amounts have been retroactively restated to reflect the share transactions (see Notes 5 and 8). |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Restatement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 08, 2021 | Oct. 06, 2020 | ||
Statement of Changes in Shareholders' Equity (Deficit) | |||||||||
Total Assets | $ 278,982,982 | $ 278,992,888 | $ 280,004,055 | $ 562,663 | $ 278,992,888 | $ 278,982,982 | $ 257,005,000 | ||
Over-allotment option liability | 559,839 | 1,056,000 | |||||||
Current Liabilities | 3,169,760 | 557,663 | 3,169,760 | 1,967,798 | |||||
Total Liabilities | 31,189,511 | 30,332,290 | 26,494,910 | 557,663 | 30,332,290 | 31,189,511 | 23,549,965 | ||
Class A common Stock | 243,002,870 | 243,002,870 | 243,002,870 | 243,002,870 | 243,002,870 | 220,000,000 | |||
Shareholders' equity (deficit): | |||||||||
Additional paid-in capital | 12,263,980 | 12,263,980 | 12,263,955 | 24,280 | 12,263,980 | 12,263,980 | 13,766,943 | ||
Accumulated deficit | (7,474,424) | (6,607,297) | (1,758,750) | (20,000) | (6,607,297) | (7,474,424) | |||
Total shareholders' equity (deficit): | 4,790,601 | 5,657,728 | 10,506,275 | 5,000 | 5,657,728 | 4,790,601 | 13,455,035 | $ 0 | |
Class A ordinary share subject to possible redemption | 243,002,870 | 243,002,870 | 228,002,870 | ||||||
Statement of Operations [Abstract] | |||||||||
Change in fair value of over-allotment option liability | 559,839 | 496,161 | 1,056,000 | 1,056,000 | |||||
Net Income | $ (867,127) | $ (4,848,547) | $ (1,738,750) | $ (20,000) | $ (6,587,297) | $ (7,454,424) | |||
Weighted average shares outstanding, basic and diluted | [1] | 6,375,000 | |||||||
Basic and diluted net loss per share | $ 0 | ||||||||
Class A Common Stock Subject to Redemption | |||||||||
Statement of Operations [Abstract] | |||||||||
Weighted average shares outstanding, basic and diluted | 24,300,287 | 24,300,287 | 24,300,287 | 24,300,287 | 24,300,287 | ||||
Basic and diluted net loss per share | $ (0.02) | $ (0.15) | $ (0.06) | $ (0.20) | $ (0.22) | ||||
Non-Redeemable Class A and Class B Common Stock | |||||||||
Statement of Operations [Abstract] | |||||||||
Weighted average shares outstanding, basic and diluted | 10,450,072 | 7,544,201 | 7,218,327 | 8,729,045 | 9,332,906 | ||||
Basic and diluted net loss per share | $ (0.02) | $ (0.15) | $ (0.06) | $ (0.20) | $ (0.22) | ||||
As Reported | |||||||||
Statement of Changes in Shareholders' Equity (Deficit) | |||||||||
Total Assets | $ 278,982,982 | $ 278,992,888 | $ 280,004,055 | $ 278,992,888 | $ 278,982,982 | 257,005,000 | |||
Current Liabilities | 911,798 | ||||||||
Total Liabilities | 31,189,511 | 30,332,290 | 25,935,071 | 30,332,290 | 31,189,511 | 8,611,798 | |||
Class A common Stock | 228,085,957 | 228,085,957 | 228,085,957 | 206,117,833 | |||||
Shareholders' equity (deficit): | |||||||||
Additional paid-in capital | 13,319,980 | 28,236,893 | 28,236,868 | 28,236,893 | 13,319,980 | 28,705,110 | |||
Accumulated deficit | (8,530,424) | (7,663,297) | (2,254,911) | (7,663,297) | (8,530,424) | ||||
Total shareholders' equity (deficit): | 4,790,601 | 20,574,641 | 25,983,027 | $ 5,000 | 20,574,641 | 4,790,601 | 28,393,202 | ||
Class A ordinary share subject to possible redemption | 228,085,957 | 228,085,957 | |||||||
Statement of Operations [Abstract] | |||||||||
Net Income | $ (5,408,386) | $ (2,234,911) | $ (7,643,297) | $ (8,510,424) | |||||
As Reported | Class A Common Stock Subject to Redemption | |||||||||
Statement of Operations [Abstract] | |||||||||
Weighted average shares outstanding, basic and diluted | 24,300,287 | 24,300,287 | 24,300,287 | 24,300,287 | |||||
Basic and diluted net loss per share | $ (0.17) | $ (0.07) | $ (0.23) | $ (0.25) | |||||
As Reported | Non-Redeemable Class A and Class B Common Stock | |||||||||
Statement of Operations [Abstract] | |||||||||
Weighted average shares outstanding, basic and diluted | 7,544,201 | 7,218,327 | 8,729,045 | 9,332,906 | |||||
Basic and diluted net loss per share | $ (0.17) | $ (0.07) | $ (0.23) | $ (0.25) | |||||
Adjustments | |||||||||
Statement of Changes in Shareholders' Equity (Deficit) | |||||||||
Over-allotment option liability | $ 559,839 | 1,056,000 | |||||||
Current Liabilities | 1,056,000 | ||||||||
Total Liabilities | 559,839 | 14,938,167 | |||||||
Class A common Stock | $ 14,916,913 | 14,916,913 | $ 14,916,913 | 13,882,167 | |||||
Shareholders' equity (deficit): | |||||||||
Additional paid-in capital | (1,056,000) | (15,972,913) | (15,972,913) | (15,972,913) | $ (1,056,000) | (14,938,167) | |||
Accumulated deficit | $ 1,056,000 | 1,056,000 | 496,161 | 1,056,000 | 1,056,000 | ||||
Total shareholders' equity (deficit): | (14,916,913) | (15,476,752) | (14,916,913) | $ (14,938,167) | |||||
Class A ordinary share subject to possible redemption | 14,916,913 | 14,916,913 | |||||||
Statement of Operations [Abstract] | |||||||||
Change in fair value of over-allotment option liability | 559,839 | 496,161 | 1,056,000 | 1,056,000 | |||||
Net Income | $ 559,839 | $ 496,161 | $ 1,056,000 | $ 1,056,000 | |||||
Adjustments | Class A Common Stock Subject to Redemption | |||||||||
Statement of Operations [Abstract] | |||||||||
Basic and diluted net loss per share | $ 0.02 | $ 0.01 | $ 0.03 | $ 0.03 | |||||
Adjustments | Non-Redeemable Class A and Class B Common Stock | |||||||||
Statement of Operations [Abstract] | |||||||||
Basic and diluted net loss per share | $ 0.02 | $ 0.01 | $ 0.03 | $ 0.03 | |||||
[1] | Excludes an aggregate of up to 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently issued a cancellation for 131,250 shares resulting in an aggregate of 6,625,000 founder shares being issued and outstanding. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. All shares and Class B ordinary share amounts have been retroactively restated to reflect the share transactions (see Notes 5 and 8). |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) - $ / shares | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | Oct. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | 22,000,000 | 24,300,287 | 999,713 | ||||
Initial Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | 2,300,287 | 22,000,000 | 22,000,000 | 24,300,287 | |||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||
Initial Public Offering | Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares in a unit | 1 | 1 | 1 | ||||
Number of warrants in a unit | 0.25 | 0.25 | 0.25 | ||||
Number of shares issuable per warrant | 1 | 1 | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | 2,300,287 | 25,300,000 | 2,300,287 | 3,300,000 | |||
Purchase price, per unit | $ 10 | $ 10 | $ 10 |
PROPOSED PUBLIC OFFERING (Detai
PROPOSED PUBLIC OFFERING (Detail) - $ / shares | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | Oct. 31, 2020 |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of units sold | 22,000,000 | 24,300,287 | 999,713 | ||||
Initial Public Offering | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of units sold | 2,300,287 | 22,000,000 | 22,000,000 | 24,300,287 | |||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||
Initial Public Offering | Public Warrants | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of shares in a unit | 1 | 1 | 1 | ||||
Number of warrants in a unit | 0.25 | 0.25 | 0.25 | ||||
Number of shares issuable per warrant | 1 | 1 | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||
Over-allotment option | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of units sold | 2,300,287 | 25,300,000 | 2,300,287 | 3,300,000 | |||
Purchase price, per unit | $ 10 | $ 10 | $ 10 |
PRIVATE PLACEMENTS - Additional
PRIVATE PLACEMENTS - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Mar. 10, 2021 | Mar. 08, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate purchase price | $ 6,860,057 | ||||||
Sponsor and certain of Company's directors and officers | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares per warrant | 1 | ||||||
Exercise price of warrant | $ 11.50 | ||||||
Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 4,266,667 | 4,266,667 | |||||
Price of warrants | $ 1.50 | ||||||
Aggregate purchase price | $ 6,400,000 | ||||||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares per warrant | 1 | 1 | 1 | 1 | |||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | Common Class A [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price of warrants | $ 11.50 | $ 11.50 | |||||
Number of shares per warrant | 1 | 1 | 1 | 1 | |||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||
Novator Private Placement Share | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 3,500,000 | 3,500,000 | |||||
Price of warrants | $ 10 | ||||||
Aggregate purchase price | $ 35,000,000 | ||||||
Novator Private Placement Share | Sponsor and certain of Company's directors and officers | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | ||
Price of warrants | $ 10 | $ 10 | $ 10 | ||||
Aggregate purchase price | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | ||||
Number of shares per warrant | 1 | 1 | 1 | 1 | |||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 3,500,000 | ||||||
Private Placement | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 4,266,667 | 4,266,667 | 4,266,667 | 4,266,667 | 4,266,667 | ||
Price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | ||||
Aggregate purchase price | $ 6,400,000 | $ 6,400,000 | |||||
Private Placement | Private Placement Warrants | Sponsor and certain of Company's directors and officers | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 4,266,667 | 4,266,667 | 4,266,667 | 4,266,667 | 4,266,667 | ||
Price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | ||||
Aggregate purchase price | $ 6,400,000 | $ 6,400,000 | $ 6,400,000 | ||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 3,300,000 | 3,300,000 | 3,300,000 | ||||
Over-allotment option | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 306,705 | 3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | ||
Price of warrants | $ 1.50 | ||||||
Aggregate purchase price | $ 460,057 | ||||||
Over-allotment option | Private Placement Warrants | Sponsor and certain of Company's directors and officers | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 440,000 | 306,705 | 440,000 | 4,706,667 | 440,000 | 440,000 | |
Price of warrants | $ 11.50 | ||||||
Aggregate purchase price | $ 660,000 | $ 460,057 | $ 660,000 | $ 7,060,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Detail) | May 10, 2021USD ($)shares | Dec. 09, 2020USD ($)Day$ / sharesshares | Oct. 31, 2020 | Mar. 31, 2021shares | Feb. 28, 2021shares | Mar. 08, 2021Dayshares | Sep. 30, 2021shares | Mar. 10, 2021shares | Dec. 31, 2020shares |
Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, shares outstanding | 7,200,000 | 6,950,072 | 7,200,000 | ||||||
Common shares, shares issued | 7,200,000 | 6,950,072 | 7,200,000 | ||||||
Shares subject to forfeiture | 825,000 | 249,928 | 249,928 | 825,000 | |||||
SUBSEQUENT EVENTS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | 249,928 | ||||||||
Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares surrender | 131,250 | ||||||||
Sponsor | Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares surrender | 131,250 | ||||||||
Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration received | $ | $ 25,000 | ||||||||
Consideration received, shares | 5,750,000 | ||||||||
Founder Shares | Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share dividend | 575,000 | ||||||||
Common shares, shares outstanding | 7,200,000 | 6,625,000 | |||||||
Common shares, shares issued | 7,200,000 | 6,625,000 | |||||||
Founder Shares | Class B Common Stock | Over-allotment option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Founder shares surrendered for cancellation | 249,928 | ||||||||
Consideration | $ | $ 0 | ||||||||
Founder Shares | SUBSEQUENT EVENTS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share dividend | 575,000 | 1,006,250 | |||||||
Common shares, shares outstanding | 7,200,000 | 6,625,000 | |||||||
Common shares, shares issued | 7,200,000 | 6,625,000 | |||||||
Founder Shares | SUBSEQUENT EVENTS | Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share dividend | 575,000 | 1,006,250 | |||||||
Common shares, shares outstanding | 7,200,000 | 6,625,000 | |||||||
Common shares, shares issued | 7,200,000 | 6,625,000 | |||||||
Founder Shares | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share dividend | 1,006,250 | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||
Founder Shares | Sponsor | Over-allotment option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | ||||||||
Founder Shares | Sponsor | Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration received | $ | $ 25,000 | ||||||||
Consideration received, shares | 5,750,000 | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | 20 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||
Founder Shares | Sponsor | Class B Common Stock | Over-allotment option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | 825,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | Oct. 15, 2021 | Mar. 09, 2021 | Mar. 08, 2021 | Dec. 09, 2020 | Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | Nov. 02, 2021 | May 10, 2021 | Mar. 31, 2021 | Nov. 23, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,860,057 | ||||||||||
Notes Payable, Related Parties, Current | $ 25,716 | 462,295 | |||||||||
Due from Related Parties, Current | $ 215,653 | ||||||||||
Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments to acquire restricted investments | $ 2,000,000 | ||||||||||
Number of warrants to purchase shares issued | 3,500,000 | ||||||||||
Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly office space rent | $ 10,000 | $ 10,000 | $ 10,000 | ||||||||
Pine Brook | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Right to Repurchase Shares | 1,875,000 | ||||||||||
Better | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Right to Repurchase Shares | 1,898,734 | ||||||||||
Novator Private Placement Share | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 3,500,000 | ||||||||||
Price of warrant | $ 10 | ||||||||||
Proceeds from sale of Private Placement Warrants | $ 35,000,000 | ||||||||||
Private Placement Warrants | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 4,266,667 | ||||||||||
Price of warrant | $ 1.50 | ||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | ||||||||||
Private Placement Warrants | Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 4,266,667 | 4,266,667 | 4,266,667 | 4,266,667 | |||||||
Price of warrant | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | $ 6,400,000 | |||||||||
Private Placement Warrants | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments to acquire restricted investments | $ 2,000,000 | ||||||||||
Promissory Note from Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | $ 2,000,000 | $ 300,000 | ||||||||
Repayment of promissory note - related party | $ 113,869 | $ 25,716 | |||||||||
Principal amount of notes restated | $ 300,000 | ||||||||||
Debt Instrument Face Amount Aggregate Cap | 5,000,000 | ||||||||||
Notes Payable, Related Parties, Current | 462,295 | ||||||||||
Promissory Note from Related Party | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument Face Amount Aggregate Cap | $ 5,000,000 | ||||||||||
Related Party Loans | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ 1.50 | $ 1.50 | |||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Director Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 19,726 | ||||||||||
Director Services Agreement [Member] | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Amounts of Transaction | $ 50,000 | ||||||||||
Related Party Transaction, Incremental Hourly Fee | $ 500 |
COMMITMENTS (Detail)
COMMITMENTS (Detail) | Mar. 10, 2021USD ($)$ / sharesshares | Mar. 08, 2021USD ($)Day$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 08, 2021USD ($)Day$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 03, 2021Day | Oct. 31, 2020$ / shares |
Gain Contingencies [Line Items] | ||||||||
Number of units sold | shares | 22,000,000 | 24,300,287 | 999,713 | |||||
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 | ||||||
Net proceeds | $ | $ 22,542,813 | $ 7,700,000 | $ 7,700,000 | $ 8,505,100 | ||||
Gross Proceeds | $ | $ 23,002,870 | |||||||
Underwriting fee (in percentage) | 2.00% | |||||||
Per unit Underwriting expense | $ / shares | $ 0.20 | |||||||
Underwriters discount | $ | $ 4,400,000 | $ 7,700,000 | ||||||
Deferred underwriting discount | $ | $ 7,700,000 | |||||||
Maximum Number Of Demands For Registration Of Securities | Day | 3 | 3 | 3 | |||||
Lockup Period For Transfer Of Shares Post Merger | 6 months | |||||||
Percentage Of Holders Under Lockup Provision For Transfer Of Share Post Merger | 1.00% | |||||||
Over-allotment option | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of units sold | shares | 2,300,287 | 25,300,000 | 2,300,287 | 3,300,000 | ||||
Share Price | $ / shares | $ 10 | |||||||
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 | ||||||
Option to purchase units | shares | 3,300,000 | 3,300,000 | 3,300,000 | |||||
Underwriters discount | $ | $ 5,060,000 | $ 8,855,000 | ||||||
Deferred underwriting discount | $ | $ 8,855,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | |||||
Initial Public Offering | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of units sold | shares | 2,300,287 | 22,000,000 | 22,000,000 | 24,300,287 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Detail) - $ / shares | Sep. 30, 2021 | Mar. 08, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Detail) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Dec. 31, 2020Vote$ / sharesshares | Mar. 08, 2021Vote$ / sharesshares | Sep. 30, 2021Vote$ / sharesshares | Mar. 31, 2021shares | |
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, issued (in shares) | 24,300,287 | 22,000,000 | 24,300,287 | |
Class A Common Stock Not Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | 1 | 1 | |
Common shares, shares issued (in shares) | 0 | 3,500,000 | 3,500,000 | |
Common shares, shares outstanding (in shares) | 0 | 3,500,000 | 3,500,000 | |
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | 1 | 1 | |
Common shares, shares issued (in shares) | 7,200,000 | 7,200,000 | 6,950,072 | |
Common shares, shares outstanding (in shares) | 7,200,000 | 7,200,000 | 6,950,072 | |
Shares subject to forfeiture | 825,000 | 249,928 | 249,928 | 825,000 |
Ratio to be applied to the stock in the conversion | 20 | 20 | 20 |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Detail) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Dec. 31, 2020DayItem$ / sharesshares | Mar. 08, 2021Day$ / sharesshares | Sep. 30, 2021Day$ / sharesshares | Mar. 31, 2021shares | |
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Consecutive Trading Days | 30 days | |||
Class B Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% | |||
Number Of Shares Subject To Forfeiture | shares | 825,000 | 249,928 | 249,928 | 825,000 |
Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Maximum period after business combination in which to file registration statement | 30 days | 30 days | 30 days | |
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise period condition one | 30 days | 30 days | 30 days | |
Warrant exercise period condition two | 12 months | 12 months | 12 months | |
Public Warrants expiration term | 5 years | 5 years | 5 years | |
Share price trigger used to measure dilution of warrant | $ 9.20 | $ 9.20 | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60.00% | 60.00% | 60.00% | |
Trading period after business combination used to measure dilution of warrant | 10 | 10 | 10 | |
Warrant exercise price adjustment multiple | 115.00% | 115.00% | 115.00% | |
Warrant redemption price adjustment multiple | 180.00% | 180.00% | 180.00% | |
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant redemption condition minimum share price | $ 18 | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | Day | 3 | 3 | 3 | |
Redemption period | 30 days | 30 days | 30 days | |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days | 20 days | |||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Consecutive Trading Days | 30 days | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant redemption condition minimum share price | $ 10 | $ 10 | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | |
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | Day | 3 | 3 | 3 | |
Redemption period | 30 days | 30 days | 30 days | |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days | 20 days | |||
Class Of Warrant Or Right Minimum Threshold Written Notice Period For Redemption Of Warrants | 90 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and marketable securities held in Trust Account | $ 278,015,286 | $ 278,015,286 |
Fair Value Adjustment of Warrants | (1,437,297) | 4,597,738 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Adjustment of Warrants | $ 1,437,239 | $ 4,597,734 |
Level 3 | Dividend rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0 | 0 |
U.S. Treasury Securities | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and marketable securities held in Trust Account | $ 278,015,286 | $ 278,015,286 |
FAIR VALUE MEASUREMENTS - Compa
FAIR VALUE MEASUREMENTS - Company's Financial Assets and Liabilities Measured on Recurring Basis (Details) | Sep. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in trust account - money market funds | $ 278,015,286 |
Derivative warrant liabilities | 19,514,651 |
Level 1 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in trust account - money market funds | 278,015,286 |
Total Fair Value | 287,613,900 |
Level 1 | Recurring | Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 9,598,614 |
Level 3 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 9,916,037 |
Level 3 | Recurring | Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | $ 9,916,037 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Detail) - Level 3 - Private Placement Warrants | Sep. 30, 2021yr | Mar. 08, 2021yr |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.82 | 0.86 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.93 | 10.02 |
Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Probability of completing a Business Combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 100 | 90 |
Expected life of the option to convert (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5.5 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 25 | 15 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.98 | 0.96 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Detail) - Level 3 - Recurring - USD ($) | Mar. 08, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value as of December 31, 2020 | $ 10,624,326 | $ 16,753,881 | $ 0 | |
Initial measurement | $ 13,882,167 | |||
Change in valuation inputs or other assumptions | (708,289) | (54,483) | 1,836,968 | |
Transfer of Public Warrants to Level 1 | (6,075,072) | |||
Fair value as of September 30, 2021 | $ 9,916,037 | $ 10,624,326 | 16,753,881 | |
Over-allotment option | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Initial measurement | $ 1,034,746 |
SUBSEQUENT EVENTS (Detail)
SUBSEQUENT EVENTS (Detail) - USD ($) | Nov. 08, 2021 | Oct. 15, 2021 | Oct. 04, 2021 | Mar. 10, 2021 | Mar. 09, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | Sep. 30, 2021 | Nov. 02, 2021 |
Subsequent Event [Line Items] | |||||||||||||
Proceeds from Related Party Debt | $ 25,716 | $ 330,653 | |||||||||||
Number of units sold | 22,000,000 | 24,300,287 | 999,713 | ||||||||||
Proceeds from sale of Private Placement Warrants | 6,860,057 | ||||||||||||
Transaction Costs | $ 12,991,472 | 13,946,641 | |||||||||||
Underwriting fees | 4,400,000 | 4,860,057 | |||||||||||
Deferred underwriting fee payable | $ 22,542,813 | $ 7,700,000 | $ 7,700,000 | $ 8,505,100 | |||||||||
Private Placement Warrants [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of warrants to purchase shares issued | 4,266,667 | ||||||||||||
Price of warrant | $ 1.50 | ||||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | ||||||||||||
Over-allotment option | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of units sold | 2,300,287 | 25,300,000 | 2,300,287 | 3,300,000 | |||||||||
Proceeds from issuance initial public offering | $ 23,002,870 | ||||||||||||
Number of warrants to purchase shares issued | 3,300,000 | 3,300,000 | 3,300,000 | ||||||||||
Over-allotment option | Private Placement Warrants [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from issuance initial public offering | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | ||||||||||
Number of warrants to purchase shares issued | 306,705 | 3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | |||||||
Price of warrant | $ 1.50 | ||||||||||||
Proceeds from sale of Private Placement Warrants | $ 460,057 | ||||||||||||
Class B Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common shares, shares outstanding | 7,200,000 | 7,200,000 | 7,200,000 | 6,950,072 | |||||||||
Common shares, shares issued | 7,200,000 | 7,200,000 | 7,200,000 | 6,950,072 | |||||||||
Shares subject to forfeiture | 249,928 | 825,000 | 825,000 | 825,000 | 249,928 | 249,928 | |||||||
Founder Shares | Class B Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share dividend | 575,000 | ||||||||||||
Common shares, shares outstanding | 7,200,000 | 6,625,000 | 7,200,000 | ||||||||||
Common shares, shares issued | 7,200,000 | 6,625,000 | 7,200,000 | ||||||||||
Promissory Note from Related Party | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||
Debt Instrument Face Amount Aggregate Cap | $ 5,000,000 | ||||||||||||
SUBSEQUENT EVENTS | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from Related Party Debt | $ 350,000 | $ 450,000 | |||||||||||
Shares subject to forfeiture | 249,928 | ||||||||||||
Common shares Not subject to forfeiture | 575,072 | ||||||||||||
Transaction Costs | $ 1,265,158 | ||||||||||||
Underwriting fees | 460,057 | ||||||||||||
Deferred underwriting fee payable | 805,100 | ||||||||||||
SUBSEQUENT EVENTS | Private Placement Warrants [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Investment Of Proceeds In Trust Account | 23,002,870 | ||||||||||||
Aggregate proceeds held in the Trust Account | $ 278,002,870 | ||||||||||||
Payments to acquire restricted investments | $ 2,000,000 | ||||||||||||
SUBSEQUENT EVENTS | Over-allotment option | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of units sold | 2,300,287 | ||||||||||||
Proceeds from issuance initial public offering | $ 23,002,870 | ||||||||||||
SUBSEQUENT EVENTS | Over-allotment option | Private Placement Warrants [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of warrants to purchase shares issued | 306,705 | ||||||||||||
Price of warrant | $ 1.50 | ||||||||||||
Proceeds from sale of Private Placement Warrants | $ 460,057 | ||||||||||||
SUBSEQUENT EVENTS | Founder Shares | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share dividend | 575,000 | 1,006,250 | |||||||||||
Common shares, shares outstanding | 7,200,000 | 6,625,000 | 7,200,000 | ||||||||||
Common shares, shares issued | 7,200,000 | 6,625,000 | 7,200,000 | ||||||||||
SUBSEQUENT EVENTS | Founder Shares | Class B Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share dividend | 575,000 | 1,006,250 | |||||||||||
Common shares, shares outstanding | 7,200,000 | 6,625,000 | 7,200,000 | ||||||||||
Common shares, shares issued | 7,200,000 | 6,625,000 | 7,200,000 | ||||||||||
SUBSEQUENT EVENTS | Sponsor | Class B Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares surrender | 131,250 | ||||||||||||
SUBSEQUENT EVENTS | Promissory Note from Related Party | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||
Debt Instrument Face Amount Aggregate Cap | $ 5,000,000 | ||||||||||||
SUBSEQUENT EVENTS | Director Services Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Related Party Transaction, Amounts of Transaction | $ 50,000 | ||||||||||||
Related Party Transaction, Incremental Hourly Fee | $ 500 |