Document And Entity Information
| Document And Entity Information - shares | 6 Months Ended | |
| Jun. 30, 2021 | Aug. 13, 2021 | |
| Document Information Line Items | ||
| Entity Registrant Name | COVA ACQUISITION CORP. | |
| Trading Symbol | COVA | |
| Document Type | 10-Q | |
| Current Fiscal Year End Date | --12-31 | |
| Amendment Flag | false | |
| Entity Central Index Key | 0001837160 | |
| Entity Current Reporting Status | No | |
| Entity Filer Category | Non-accelerated Filer | |
| Document Period End Date | Jun. 30, 2021 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q2 | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Shell Company | true | |
| Entity Ex Transition Period | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Entity Incorporation, State or Country Code | E9 | |
| Entity File Number | 001-40012 | |
| Entity Tax Identification Number | 98-1572360 | |
| Entity Address, Address Line One | 530 Bush Street | |
| Entity Address, Address Line Two | Suite 703 | |
| Entity Address, City or Town | San Francisco | |
| Entity Address, State or Province | CA | |
| Entity Address, Postal Zip Code | 94108 | |
| City Area Code | (415) | |
| Local Phone Number | 800-2289 | |
| Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
| Security Exchange Name | NASDAQ | |
| Entity Interactive Data Current | Yes | |
| Class A Ordinary Shares | ||
| Document Information Line Items | ||
| Entity Common Stock, Shares Outstanding | 30,000,000 | |
| Class B Ordinary Shares | ||
| Document Information Line Items | ||
| Entity Common Stock, Shares Outstanding | 7,500,000 |
Condensed Balance Sheets
| Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
| Assets: | ||
| Cash | $ 400,225 | |
| Prepaid expenses and other assets | 1,264,557 | |
| Total current assets | 1,664,782 | |
| Deferred offering costs | 248,611 | |
| Investments held in Trust Account | 300,003,053 | |
| Total Assets | 301,667,835 | 248,611 |
| Liabilities and Shareholders’ Equity | ||
| Accounts payable and accrued expenses | 4,437 | 207,038 |
| Promissory note – related party | 25,500 | |
| Total current liabilities | 4,437 | 232,538 |
| Deferred underwriting fee | 10,500,000 | |
| Warrant liabilities | 21,286,004 | |
| Total liabilities | 31,790,441 | 232,538 |
| Commitments | ||
| Class A ordinary shares subject to possible redemption, 26,487,739 and no shares at redemption value of $10.00 at June 30, 2021 and December 31, 2020, respectively | 264,877,390 | |
| Shareholders’ Equity: | ||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,512,261 and 0 shares issued and outstanding (excluding 26,487,739 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively | 351 | |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 and 7,503,750 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 750 | 750 |
| Additional paid-in capital | 1,675,851 | 24,250 |
| Retained earnings (accumulated deficit) | 3,323,052 | (8,927) |
| Total Shareholders’ equity | 5,000,004 | 16,073 |
| Total Liabilities and Shareholders’ Equity | $ 301,667,835 | $ 248,611 |
Condensed Balance Sheets (Paren
| Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
| Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Preference shares, shares authorized | 5,000,000 | 5,000,000 |
| Preference shares, shares issued | ||
| Preference shares, shares outstanding | ||
| Class A Ordinary Shares | ||
| Subject to possible redemption, shares | 26,487,739 | |
| subject to possible redemption, Per Shares (in Dollars per share) | $ 10 | $ 10 |
| Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
| Ordinary shares, issued | 3,512,261 | 0 |
| Ordinary shares, outstanding | 3,512,261 | 0 |
| Class B Ordinary Shares | ||
| Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
| Ordinary shares, issued | 7,500,000 | 7,503,750 |
| Ordinary shares, outstanding | 7,500,000 | 7,503,750 |
Unaudited Condensed Statements
| Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
| Jun. 30, 2021 | Jun. 30, 2021 | |
| Formation and operating costs | $ 280,753 | $ 517,481 |
| Loss from Operations | (280,753) | (517,481) |
| Other income/(expense): | ||
| Interest income on marketable securities held in Trust Account | 3,053 | 3,053 |
| Offering costs allocated to warrants | (989,589) | |
| Change in fair value of warrant liabilities | 6,876,556 | 4,835,996 |
| Total other income | 6,879,609 | 3,849,460 |
| Net income | $ 6,598,856 | $ 3,331,979 |
| Class A Ordinary Shares | ||
| Other income/(expense): | ||
| Weighted average shares outstanding (in Shares) | 30,000,000 | 30,000,000 |
| Basic and diluted net income loss per share (in Dollars per share) | ||
| Class B Ordinary Shares | ||
| Other income/(expense): | ||
| Weighted average shares outstanding (in Shares) | 7,500,000 | 7,289,917 |
| Basic and diluted net income loss per share (in Dollars per share) | $ 0.88 | $ 0.46 |
Condensed Statements of Changes
| Condensed Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
| Balance at Dec. 31, 2020 | $ 750 | $ 24,250 | $ (8,927) | $ 16,073 | |
| Balance (in Shares) at Dec. 31, 2020 | 7,503,750 | ||||
| Sale of 30,000,000 Units, net of underwriting discount, initial value of warrant liability, and offering expenses | $ 3,000 | 266,526,342 | 266,529,342 | ||
| Sale of 30,000,000 Units, net of underwriting discount, initial value of warrant liability, and offering expenses (in Shares) | 30,000,000 | ||||
| Forfeiture due to partial exercise of overallotment | |||||
| Forfeiture due to partial exercise of overallotment (in Shares) | (3,750) | ||||
| Net income(loss) | (3,266,877) | (3,266,877) | |||
| Class A ordinary shares subject to possible redemption | $ (2,583) | (258,275,947) | (258,278,530) | ||
| Class A ordinary shares subject to possible redemption (in Shares) | (25,827,853) | ||||
| Balance at Mar. 31, 2021 | $ 417 | $ 750 | 8,274,645 | (3,275,804) | 5,000,008 |
| Balance (in Shares) at Mar. 31, 2021 | 4,172,147 | 7,500,000 | |||
| Net income(loss) | 6,598,856 | 6,598,856 | |||
| Class A ordinary shares subject to possible redemption | $ (66) | (6,598,794) | (6,598,860) | ||
| Class A ordinary shares subject to possible redemption (in Shares) | (659,886) | ||||
| Balance at Jun. 30, 2021 | $ 351 | $ 750 | $ 1,675,851 | $ 3,323,052 | $ 5,000,004 |
| Balance (in Shares) at Jun. 30, 2021 | 3,512,261 | 7,500,000 |
Condensed Statements of Chang_2
| Condensed Statements of Changes in Shareholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
| Mar. 31, 2021shares | |
| Statement of Stockholders' Equity [Abstract] | |
| Sale of Units, net of underwriting discount and offering expenses | 30,000,000 |
Condensed Statement of Cash Flo
| Condensed Statement of Cash Flows (Unaudited) | 6 Months Ended |
| Jun. 30, 2021USD ($) | |
| Cash flows from operating activities: | |
| Net income | $ 3,331,979 |
| Adjustments to reconcile net income to net cash used in operating activities: | |
| Interest earned on marketable securities held in trust | (3,053) |
| Offering costs allocated to warrants | 989,589 |
| Change in fair value of warrant liabilities | (4,835,996) |
| Changes in operating assets and liabilities: | |
| Prepaid expenses and other assets | (1,264,557) |
| Accounts payable and accrued expenses | 4,437 |
| Net cash used in operating activities | (1,777,601) |
| Cash Flows from Investing Activities: | |
| Cash deposited into Trust Account | (300,000,000) |
| Net cash used in investing activities | (300,000,000) |
| Cash Flows from Financing Activities: | |
| Proceeds from sale of Units, net of underwriter’s discount | 294,000,000 |
| Proceeds from issuance of Private Placement Warrants | 8,872,000 |
| Proceeds from promissory note – related party | 57,546 |
| Payment of promissory note – related party | (83,046) |
| Payment of offering costs | (668,674) |
| Net cash provided by financing activities | 302,177,826 |
| Net change in cash | 400,225 |
| Cash, beginning of period | |
| Cash, end of the period | 400,225 |
| Supplemental disclosure of cash flow information: | |
| Deferred underwriters’ discount payable charged to additional paid-in capital | 10,500,000 |
| Initial value of Class A ordinary shares subject to possible redemption | 258,858,100 |
| Change in value of Class A ordinary shares subject to possible redemption | $ 6,019,289 |
Organization and Business Opera
| Organization and Business Operations | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Organization and Business Operations | Note 1 — Organization and Business Operations COVA Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from December 11, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the Initial Public Offering (the “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2021 (the “Effective Date”). On February 9, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), including the issuance of 3,900,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A ordinary shares, $0.0001 par value, and one-half of one redeemable warrant, with each whole warrant entitling its holder to purchase one share of Class A ordinary shares at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $300,000,000 (Note 3). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of an aggregate of 8,872,000 warrants (“Private Placement Warrants”) to purchase Class A ordinary shares, each at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,872,000 (Note 3). Transaction costs amounted to $17,210,247, consisting of $6,000,000 of underwriting discount, $10,500,000 of deferred underwriters’ fee and $710,247 of other offering costs. Following the closing of the IPO on February 9, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement was placed in a trust account (“Trust Account”) which 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from February 9, 2021 (the “Combination Period”), the closing of the IPO. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules 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 Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights (including redemption rights) or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, 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. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual 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 the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and 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. |
Significant Accounting Policies
| Significant Accounting Policies | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented . The interim results for the three months and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The accompanying condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on February 9, 2021 and February 16, 2021, respectively, and the unaudited financial statements for the three months ended March 31, 2021 included in the Form 10-Q filed with by the Company with the SEC on June 1, 2021. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt-out is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these unaudited condensed financial statements. 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 these unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021, and December 31, 2020, the Company had no cash equivalents. 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. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares in the amount of $710,247 was charged to shareholders’ equity upon the completion of the IPO . 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 the Financial Accounting Standards Board’s (“FASB”) ASC Topic 480 “ Distinguishing Liabilities from Equity Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for these financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The deferred tax assets were deemed to be de minimis as of June 30, 2021 and December 31, 2020. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three months and six months ended June 30, 2021. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 23,872,000 of the Company’s Class A ordinary shares in the calculation of diluted loss per share, since their exercisability is contingent upon a future event . Reconciliation of Net Income (Loss) per Ordinary Share The Company’s condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share . Accordingly, basic and diluted income (loss) per ordinary share of Class A ordinary share and Class B ordinary share is calculated as follows: Six Months Three Months Net Income per share for Class A ordinary share: Interest income earned on securities held in the Trust Account $ 3,053 $ 3,053 Less: Interest income available to the Company for taxes — — Adjusted net income $ 3,053 $ 3,053 Weighted average shares outstanding of Class A ordinary share 30,000,000 30,000,000 Basic and diluted net income per share, Class A ordinary share $ (0.00 ) $ (0.00 ) Net loss per share for Class B ordinary share: Net income (loss) $ 3,331,979 $ 6,598,856 Less: Income attributable to Class A ordinary share 3,053 3,053 Adjusted net income (loss) $ 3,328,926 $ 6,595,803 Weighted average shares outstanding of Class B ordinary share 7,289,917 7,500,000 Basic and diluted net income (loss) per share, Class B ordinary share $ 0.46 $ 0.88 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
| Initial Public Offering | 6 Months Ended |
| Jun. 30, 2021 | |
| Initial Public Offering [Abstract] | |
| Initial Public Offering | Note 3 — Initial Public Offering Public Units On February 9, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit, including the issuance of 3,900,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A ordinary share, and one-half of one redeemable warrant (each, a “Public Warrant”). Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased |
Related Party Transactions
| Related Party Transactions | 6 Months Ended |
| Jun. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On December 15, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”). In January 2021, the Company declared a share dividend satisfied by way of issuance of 0.25 share for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. In February 2021, the Company declared a share dividend satisfied by way of issuance of 0.044 share for each Class B ordinary share in issue, resulting in 7,503,750 Class B ordinary shares outstanding. The Founder Shares included an aggregate of up to 978,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. On February 9, 2021, the underwriters partially exercised their over-allotment option, therefore 975,000 Founder Shares were no longer subject to forfeiture, and 3,750 Founder Shares were subject to forfeiture. On February 11, 2021, the underwriter informed the Company that they would not exercise the full over-allotment and therefore the remaining 3,750 shares were forfeited. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 under the promissory note (the “Note”) to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and was due on the earlier of June 30, 2021 or the closing of the IPO. The Company had borrowed $83,046 under the promissory note, and the Note was paid in full at the closing of the IPO on February 9, 2021. As of June 30, 2021, there was a no balance and borrowing is no longer available under the promissory note. Working Capital Loans The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up periods with respect to such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans Administrative Support Agreement Commencing on the date the Company’s securities are first listed on the Nasdaq and through the earlier of the consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three months and six months ended June 30, 2021, the Company incurred $30,000 and $47,143 of administrative support expense, respectively. |
Commitments and Contingencies
| Commitments and Contingencies | 6 Months Ended |
| Jun. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up periods with respect to such securities. The company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 3,915,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 9, 2021, the underwriters partially exercised the over-allotment option On February 9, 2021, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on its financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Warrant Liabilities
| Warrant Liabilities | 6 Months Ended |
| Jun. 30, 2021 | |
| Warrants [Abstract] | |
| Warrant Liabilities | Note 6 — Warrant Liabilities Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share. The warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s 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 elects, the Company 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, 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. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s Sponsors or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Private Warrants The Private Placement Warrants are identical to those of the warrants being sold as part of the units in the IPO. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. |
Shareholders' Equity
| Shareholders' Equity | 6 Months Ended |
| Jun. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares Class A Ordinary shares Class B Ordinary shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial business combination) at the time of the 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
| Fair Value Measurements | 6 Months Ended |
| Jun. 30, 2021 | |
| Fair Value Disclosures [Abstract] | |
| Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 300,003,053 $ 300,003,053 $ - $ $ 300,003,053 $ 300,003,053 $ - $ - Liabilities: Public Warrants Liability $ 13,350,000 $ 13,350,000 $ - $ - Private Placement Warrants Liability 7,936,004 - - 7,936,004 $ 21,286,004 $ 13,350,000 $ - $ 7,936,004 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. The Company established the initial fair value of the Public Warrants on February 9, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model, and as of June 30, 2021 by using the associated trading price of the Public Warrants. The Company established the fair value of the Private Placement Warrants on February 9, 2021 and on June 30, 2021 by using a modified Monte Carlo simulation model. The Public and Private Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1 as the subsequent valuation was based upon the trading price of the Public Warrants. The key inputs into the Monte Carlo simulation as of June 30, 2021 were as follows: Inputs Risk-free interest rate 0.74 % Expected term (years) 1.10 Expected volatility 8.78 % Notional Exercise price $ 1.00 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3: Warrant Liability Fair value at January 1, 2021 $ - Initial classification of Public and Private Warrant liability at February 9, 2021 27,807,680 Change in fair value 354,880 Public Warrants reclassified to level 1 (17,250,000 ) Fair value at March 31, 2021 $ 10,912,560 Change in fair value (2,976,556 ) Fair Value at June 30, 2021 7,936,004 |
Subsequent Events
| Subsequent Events | 6 Months Ended |
| Jun. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
| Accounting Policies, by Policy (Policies) | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented . The interim results for the three months and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The accompanying condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on February 9, 2021 and February 16, 2021, respectively, and the unaudited financial statements for the three months ended March 31, 2021 included in the Form 10-Q filed with by the Company with the SEC on June 1, 2021. |
| Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt-out is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
| Use of Estimates | Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these unaudited condensed financial statements. 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 these unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021, and December 31, 2020, the Company had no cash equivalents. |
| 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. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
| Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares in the amount of $710,247 was charged to shareholders’ equity upon the completion of the IPO . |
| 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 the Financial Accounting Standards Board’s (“FASB”) ASC Topic 480 “ Distinguishing Liabilities from Equity |
| Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for these financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The deferred tax assets were deemed to be de minimis as of June 30, 2021 and December 31, 2020. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three months and six months ended June 30, 2021. |
| Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 23,872,000 of the Company’s Class A ordinary shares in the calculation of diluted loss per share, since their exercisability is contingent upon a future event . |
| Reconciliation of Net Income (Loss) per Ordinary Share | Reconciliation of Net Income (Loss) per Ordinary Share The Company’s condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share . Accordingly, basic and diluted income (loss) per ordinary share of Class A ordinary share and Class B ordinary share is calculated as follows: Six Months Three Months Net Income per share for Class A ordinary share: Interest income earned on securities held in the Trust Account $ 3,053 $ 3,053 Less: Interest income available to the Company for taxes — — Adjusted net income $ 3,053 $ 3,053 Weighted average shares outstanding of Class A ordinary share 30,000,000 30,000,000 Basic and diluted net income per share, Class A ordinary share $ (0.00 ) $ (0.00 ) Net loss per share for Class B ordinary share: Net income (loss) $ 3,331,979 $ 6,598,856 Less: Income attributable to Class A ordinary share 3,053 3,053 Adjusted net income (loss) $ 3,328,926 $ 6,595,803 Weighted average shares outstanding of Class B ordinary share 7,289,917 7,500,000 Basic and diluted net income (loss) per share, Class B ordinary share $ 0.46 $ 0.88 |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
| Significant Accounting Policies (Tables) | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Schedule of basic and diluted income (loss) | Six Months Three Months Net Income per share for Class A ordinary share: Interest income earned on securities held in the Trust Account $ 3,053 $ 3,053 Less: Interest income available to the Company for taxes — — Adjusted net income $ 3,053 $ 3,053 Weighted average shares outstanding of Class A ordinary share 30,000,000 30,000,000 Basic and diluted net income per share, Class A ordinary share $ (0.00 ) $ (0.00 ) Net loss per share for Class B ordinary share: Net income (loss) $ 3,331,979 $ 6,598,856 Less: Income attributable to Class A ordinary share 3,053 3,053 Adjusted net income (loss) $ 3,328,926 $ 6,595,803 Weighted average shares outstanding of Class B ordinary share 7,289,917 7,500,000 Basic and diluted net income (loss) per share, Class B ordinary share $ 0.46 $ 0.88 |
Fair Value Measurements (Tables
| Fair Value Measurements (Tables) | 6 Months Ended |
| Jun. 30, 2021 | |
| Fair Value Disclosures [Abstract] | |
| Schedule of assets and liabilities that are measured at fair value on a recurring basis | June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 300,003,053 $ 300,003,053 $ - $ $ 300,003,053 $ 300,003,053 $ - $ - Liabilities: Public Warrants Liability $ 13,350,000 $ 13,350,000 $ - $ - Private Placement Warrants Liability 7,936,004 - - 7,936,004 $ 21,286,004 $ 13,350,000 $ - $ 7,936,004 |
| Schedule of inputs into monte carlo simulation | Inputs Risk-free interest rate 0.74 % Expected term (years) 1.10 Expected volatility 8.78 % Notional Exercise price $ 1.00 |
| Schedule of changes in the fair value of assets liabilities | Warrant Liability Fair value at January 1, 2021 $ - Initial classification of Public and Private Warrant liability at February 9, 2021 27,807,680 Change in fair value 354,880 Public Warrants reclassified to level 1 (17,250,000 ) Fair value at March 31, 2021 $ 10,912,560 Change in fair value (2,976,556 ) Fair Value at June 30, 2021 7,936,004 |
Organization and Business Ope_2
| Organization and Business Operations (Details) - USD ($) | Feb. 09, 2021 | Jun. 30, 2021 |
| Organization and Business Operations (Details) [Line Items] | ||
| Sale price per unit (in Dollars per share) | $ 10 | |
| Gross proceeds | $ 300,000,000 | |
| Total proceeds | $ 8,872,000 | |
| Transaction costs | 17,210,247 | |
| Underwriting discount | 6,000,000 | |
| Deferred underwriters fee | $ 10,500,000 | |
| Aggregate fair market value percentage | 80.00% | |
| Public share price (in Dollars per share) | $ 10 | |
| Net tangible assets | $ 5,000,001 | |
| Percentage of public share | 15.00% | |
| Percentage of redeem public shares | 100.00% | |
| Trust account per share (in Dollars per share) | $ 10 | |
| Business Acquisition [Member] | ||
| Organization and Business Operations (Details) [Line Items] | ||
| Acquires outstanding voting securities | 50.00% | |
| IPO [Member] | ||
| Organization and Business Operations (Details) [Line Items] | ||
| Issuance of stock (in Shares) | 30,000,000 | |
| IPO [Member] | U.S. Government Securities [Member] | ||
| Organization and Business Operations (Details) [Line Items] | ||
| Sale price per unit (in Dollars per share) | $ 10 | |
| Net proceeds sale of units (in Shares) | 300,000,000 | |
| Over-Allotment Option [Member] | ||
| Organization and Business Operations (Details) [Line Items] | ||
| Issuance of stock (in Shares) | 30,000,000 | |
| Sale price per unit (in Dollars per share) | $ 10 | |
| Private Placement Warrants [Member] | ||
| Organization and Business Operations (Details) [Line Items] | ||
| Issuance of stock (in Shares) | 8,872,000 | |
| Sale price per unit (in Dollars per share) | $ 1 | |
| Total proceeds | $ 8,872,000 | |
| Class A Ordinary Shares [Member] | ||
| Organization and Business Operations (Details) [Line Items] | ||
| Par value (in Dollars per share) | 0.0001 | |
| Share price (in Dollars per share) | $ 11.50 | |
| Other offering costs | $ 710,247 | |
| Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||
| Organization and Business Operations (Details) [Line Items] | ||
| Issuance of stock (in Shares) | 3,900,000 |
Significant Accounting Polici_3
| Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
| Jun. 30, 2021 | Dec. 31, 2020 | |
| Significant Accounting Policies (Details) [Line Items] | ||
| Federal depository insurance coverage (in Dollars) | $ 250,000 | |
| Class A Ordinary Shares [Member] | ||
| Significant Accounting Policies (Details) [Line Items] | ||
| Offering costs (in Dollars) | $ 710,247 | |
| Shares subject to possible redemption | 26,487,739 | 0 |
| Aggregate shares | 23,872,000 |
Significant Accounting Polici_4
| Significant Accounting Policies (Details) - Schedule of basic and diluted income (loss) - USD ($) | 3 Months Ended | 6 Months Ended |
| Jun. 30, 2021 | Jun. 30, 2021 | |
| Net Income per share for Class A ordinary share: | ||
| Interest income earned on securities held in the Trust Account | $ 3,053 | $ 3,053 |
| Less: Interest income available to the Company for taxes | ||
| Adjusted net income | $ 3,053 | $ 3,053 |
| Weighted average shares outstanding of Class A ordinary share (in Shares) | 30,000,000 | 30,000,000 |
| Basic and diluted net income per share, Class A ordinary share (in Shares) | 0 | 0 |
| Net loss per share for Class B ordinary share: | ||
| Net income (loss) | $ 6,598,856 | $ 3,331,979 |
| Less: Income attributable to Class A ordinary share | 3,053 | 3,053 |
| Adjusted net income (loss) | $ 6,595,803 | $ 3,328,926 |
| Weighted average shares outstanding of Class B ordinary share (in Shares) | 7,500,000 | 7,289,917 |
| Basic and diluted net income (loss) per share, Class B ordinary share (in Dollars per share) | $ 0.88 | $ 0.46 |
Initial Public Offering (Detail
| Initial Public Offering (Details) - USD ($) | Feb. 09, 2021 | Jun. 30, 2021 |
| Initial Public Offering (Details) [Line Items] | ||
| Price per share (in Dollars per share) | $ 10 | |
| Redemption of warrants, description | Each Unit consists of one share of Class A ordinary share, and one-half of one redeemable warrant (each, a “Public Warrant”). | |
| Over-Allotment option [Member] | ||
| Initial Public Offering (Details) [Line Items] | ||
| Number of units issued in transaction | 30,000,000 | |
| Price per share (in Dollars per share) | $ 10 | |
| Issued of stock | 3,900,000 | |
| Private Placement [Member] | ||
| Initial Public Offering (Details) [Line Items] | ||
| Number of units issued in transaction | 8,872,000 | |
| Price per share (in Dollars per share) | $ 1 | |
| Aggregate purchase price (in Dollars) | $ 8,872,000 |
Related Party Transactions (Det
| Related Party Transactions (Details) - USD ($) | Dec. 15, 2020 | Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Feb. 11, 2021 | Feb. 09, 2021 | Dec. 31, 2020 |
| Related Party Transactions (Details) [Line Items] | ||||||||
| Aggregate loan amount (in Dollars) | $ 300,000 | $ 300,000 | ||||||
| Borrowings (in Dollars) | 83,046 | |||||||
| Administrative services per month (in Dollars) | 10,000 | |||||||
| Administrative support expense (in Dollars) | $ 30,000 | $ 47,143 | ||||||
| Founder Shares [Member] | ||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||
| Sponsor paid (in Dollars) | $ 25,000 | |||||||
| Ordinary shares subject to forfeiture | 978,750 | 3,750 | ||||||
| Over-Allotment Option [Member] | ||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||
| Ordinary shares subject to forfeiture | 3,750 | 975,000 | ||||||
| Common Class B [Member] | ||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||
| Shares issued | 5,750,000 | |||||||
| Dividend issuance per share (in Dollars per share) | $ 0.25 | |||||||
| Aggregate founder shares | 7,187,500 | |||||||
| Issuance of shares (in Dollars per share) | $ 0.044 | |||||||
| Common stock, shares, outstanding | 7,500,000 | 7,500,000 | 7,503,750 | |||||
| Common Class B [Member] | Founder Shares [Member] | ||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||
| Common stock, shares, outstanding | 7,503,750 |
Commitments and Contingencies (
| Commitments and Contingencies (Details) - shares | Feb. 09, 2021 | Jun. 30, 2021 |
| Commitments and Contingencies (Details) [Line Items] | ||
| Underwriting agreement, description | the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. | |
| IPO [Member] | ||
| Commitments and Contingencies (Details) [Line Items] | ||
| Additional units | 3,915,000 | |
| Over-Allotment Option [Member] | ||
| Commitments and Contingencies (Details) [Line Items] | ||
| Additional units | 3,900,000 |
Warrant Liabilities (Details)
| Warrant Liabilities (Details) | 6 Months Ended |
| Jun. 30, 2021$ / shares | |
| Warrant Liabilities (Details) [Line Items] | |
| Warrants expire term | 5 years |
| Total equity proceeds percentage | 60.00% |
| Market value and the newly issued price percentage | 115.00% |
| Redemption trigger price per share | $ 18 |
| Market value and the newly issued price percentage | 180.00% |
| Redemption of warrants, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
| Warrant [Member] | |
| Warrant Liabilities (Details) [Line Items] | |
| Market value per share | $ 9.20 |
| Class A Ordinary Shares [Member] | |
| Warrant Liabilities (Details) [Line Items] | |
| Warrant exercise price | 11.50 |
| Class A Ordinary Shares [Member] | Business Combination [Member] | |
| Warrant Liabilities (Details) [Line Items] | |
| Business combination effective issue price per share | 9.20 |
| Class A Ordinary Shares [Member] | Warrant [Member] | |
| Warrant Liabilities (Details) [Line Items] | |
| Warrant exercise price | $ 18 |
Shareholders' Equity (Details)
| Shareholders' Equity (Details) - $ / shares | 6 Months Ended | |
| Jun. 30, 2021 | Dec. 31, 2020 | |
| Shareholders' Equity (Details) [Line Items] | ||
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
| Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Conversion of common stock percentage | 20.00% | |
| Class A Odinary Shares [Member] | ||
| Shareholders' Equity (Details) [Line Items] | ||
| Ordinary shares, authorized | 500,000,000 | 500,000,000 |
| Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Ordinary shares, issued | 30,000,000 | 0 |
| Ordinary shares, outstanding | 30,000,000 | 0 |
| Subject to possible redemption, shares | 26,487,739 | |
| Ordinary shares, issued | 3,512,261 | 0 |
| Ordinary shares, outstanding | 3,512,261 | 0 |
| Class B Ordinary Shares [Member] | ||
| Shareholders' Equity (Details) [Line Items] | ||
| Ordinary shares, authorized | 50,000,000 | 50,000,000 |
| Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Ordinary shares, issued | 7,500,000 | 7,503,750 |
| Ordinary shares, outstanding | 7,500,000 | 7,503,750 |
Fair Value Measurements (Detail
| Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis | Jun. 30, 2021USD ($) |
| Assets: | |
| Assets | $ 300,003,053 |
| Liabilities: | |
| Liabilities | 21,286,004 |
| U.S. Money Market held in Trust Account [Member] | |
| Assets: | |
| Assets | 300,003,053 |
| Quoted Prices In Active Markets (Level 1) [Member] | |
| Assets: | |
| Assets | 300,003,053 |
| Liabilities: | |
| Liabilities | 13,350,000 |
| Quoted Prices In Active Markets (Level 1) [Member] | U.S. Money Market held in Trust Account [Member] | |
| Assets: | |
| Assets | 300,003,053 |
| Significant Other Observable Inputs (Level 2) [Member] | |
| Assets: | |
| Assets | |
| Liabilities: | |
| Liabilities | |
| Significant Other Observable Inputs (Level 2) [Member] | U.S. Money Market held in Trust Account [Member] | |
| Assets: | |
| Assets | |
| Significant Other Unobservable Inputs (Level 3) [Member] | |
| Assets: | |
| Assets | |
| Liabilities: | |
| Liabilities | 7,936,004 |
| Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Money Market held in Trust Account [Member] | |
| Assets: | |
| Assets | |
| Public Warrants Liability [Member] | |
| Liabilities: | |
| Liabilities | 13,350,000 |
| Public Warrants Liability [Member] | Quoted Prices In Active Markets (Level 1) [Member] | |
| Liabilities: | |
| Liabilities | 13,350,000 |
| Public Warrants Liability [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
| Liabilities: | |
| Liabilities | |
| Public Warrants Liability [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
| Liabilities: | |
| Liabilities | |
| Private Placement Warrants Liability [Member] | |
| Liabilities: | |
| Liabilities | 7,936,004 |
| Private Placement Warrants Liability [Member] | Quoted Prices In Active Markets (Level 1) [Member] | |
| Liabilities: | |
| Liabilities | |
| Private Placement Warrants Liability [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
| Liabilities: | |
| Liabilities | |
| Private Placement Warrants Liability [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
| Liabilities: | |
| Liabilities | $ 7,936,004 |
Fair Value Measurements (Deta_2
| Fair Value Measurements (Details) - Schedule of inputs into monte carlo simulation | 6 Months Ended |
| Jun. 30, 2021$ / shares | |
| Inputs | |
| Risk-free interest rate | 0.74% |
| Expected term (years) | 1 year 1 month 6 days |
| Expected volatility | 8.78% |
| Notional Exercise price (in Dollars per share) | $ 1 |
Fair Value Measurements (Deta_3
| Fair Value Measurements (Details) - Schedule of changes in the fair value of assets liabilities - Warrant Liability [Member] - USD ($) | 3 Months Ended | |
| Jun. 30, 2021 | Mar. 31, 2021 | |
| Fair Value Measurements (Details) - Schedule of changes in the fair value of assets liabilities [Line Items] | ||
| Fair value as of the beginning | $ 10,912,560 | |
| Initial classification of Public and Private Warrant liability at February 9, 2021 | 27,807,680 | |
| Change in fair value | (2,976,556) | 354,880 |
| Public Warrants reclassified to level 1 | (17,250,000) | |
| Fair value as of the ending | $ 7,936,004 | $ 10,912,560 |