Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Catcha Investment Corp | |
Entity Central Index Key | 0001838293 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
City Area Code | 65 | |
Local Phone Number | 6829-2294 | |
Entity File Number | 001-40061 | |
Entity Tax Identification Number | 98-1574476 | |
Entity Address, Address Line One | Level 42, Suntec Tower Three 8 | |
Entity Address, Postal Zip Code | 038988 | |
Entity Address, City or Town | Temasek Blvd | |
Entity Address, Country | SG | |
Entity Incorporation, State or Country Code | E9 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CHAA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 30,000,000 | |
Class B Ordinary shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,500,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | CHAA.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $11.50 per share | |
Trading Symbol | CHAA WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 1,045,223 | |
Deferred Offering Costs | $ 86,354 | |
Prepaid expenses | 104,008 | |
Total current assets | 1,149,231 | 86,354 |
Investments held in Trust Account | 300,055,759 | |
Total Assets | 301,204,990 | 86,354 |
Liabilities and Shareholders' (Deficit) Equity | ||
Accrued expenses | 13,610 | 62,098 |
Due to Related Party | 5,667 | |
Promissory Note - Related Party | 5,000 | |
Total current liabilities | 19,277 | 67,098 |
Warrant liability | 10,141,181 | |
Deferred Underwriting fees | 10,500,000 | 0 |
Total liabilities | 20,660,458 | 67,098 |
Commitments (Note 8) | ||
Class A ordinary shares subject to possible redemption, 30,000,000 shares and no shares at redemption value at September 30, 2021 and December 31, 2020 | 300,055,759 | |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 24,209 | |
Accumulated deficit | (19,511,977) | (5,744) |
Total Shareholders' (Deficit) Equity | (19,511,227) | 19,256 |
Total Liabilities and Shareholders' (Deficit) Equity | 301,204,990 | 86,354 |
Class A Ordinary shares [Member] | ||
Liabilities and Shareholders' (Deficit) Equity | ||
Class A ordinary shares subject to possible redemption, 30,000,000 shares and no shares at redemption value at September 30, 2021 and December 31, 2020 | 300,055,759 | |
Shareholders' Deficit: | ||
Common shares | ||
Total Shareholders' (Deficit) Equity | ||
Class B Ordinary shares [Member] | ||
Shareholders' Deficit: | ||
Common shares | 750 | 791 |
Total Shareholders' (Deficit) Equity | $ 750 | $ 791 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 17, 2021 | Dec. 31, 2020 |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | ||
Preferred stock par or stated 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 Ordinary shares [Member] | |||||
Temporary equity shares outstanding | 30,000,000 | 0 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||
Common stock shares issued | 0 | 0 | |||
Common stock shares outstanding | 0 | 0 | |||
Class B Ordinary shares [Member] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||
Common stock shares issued | 7,500,000 | 7,906,250 | |||
Common stock shares outstanding | 7,500,000 | 7,906,250 |
Condensed Statement Of Operatio
Condensed Statement Of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating and formation costs | $ 119,129 | $ 358,119 |
Loss from operations | (119,129) | (358,119) |
Interest income from Trust Account | 22,969 | 55,759 |
Change in fair value of warrant liability | 5,089,369 | 11,024,453 |
Transaction costs incurred in connection with IPO | 0 | (795,046) |
Total other income, net | 5,112,338 | 10,285,166 |
Net income | $ 4,993,209 | $ 9,927,047 |
Class A ordinary shares subject to possible redemption | ||
Basic and diluted weighted average shares outstanding | 30,000,000 | 24,835,165 |
Basic and diluted net income per share | $ 0.13 | $ 0.31 |
Non-redeemable ordinary shares | ||
Basic and diluted weighted average shares outstanding | 7,500,000 | 7,303,114 |
Basic and diluted net income per share | $ 0.13 | $ 0.31 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Equity (Deficit) - USD ($) | Total | Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Over-Allotment Option [Member] | Accumulated Deficit [Member] | Class A Ordinary shares [Member] | Class B Ordinary shares [Member] | Class B Ordinary shares [Member]Over-Allotment Option [Member] |
Beginning balance at Dec. 31, 2020 | $ 19,256 | $ 24,209 | $ (5,744) | $ 791 | ||||
Beginning balance, Shares at Dec. 31, 2020 | 7,906,250 | |||||||
Accretion of interest income to Class A shares subject to redemption | (10,185) | $ (10,185) | (55,759) | |||||
Remeasurement of Class A ordinary shares to redemption value | (30,026,491) | (30,026,491) | ||||||
Ending balance at Mar. 31, 2021 | (30,852,299) | (35,852,305) | ||||||
Beginning balance at Dec. 31, 2020 | 19,256 | 24,209 | (5,744) | $ 791 | ||||
Beginning balance, Shares at Dec. 31, 2020 | 7,906,250 | |||||||
Accretion of interest income to Class A shares subject to redemption | (32,790) | (32,790) | ||||||
Remeasurement of Class A ordinary shares to redemption value | (30,026,491) | (30,026,491) | ||||||
Ending balance at Jun. 30, 2021 | (24,481,467) | (29,481,470) | (24,482,217) | $ 750 | ||||
Ending balance, Shares at Jun. 30, 2021 | 7,500,000 | |||||||
Beginning balance at Dec. 31, 2020 | 19,256 | 24,209 | (5,744) | $ 791 | ||||
Beginning balance, Shares at Dec. 31, 2020 | 7,906,250 | |||||||
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability | 624,720 | 624,720 | ||||||
Net income | 9,927,047 | 9,927,047 | ||||||
Accretion of interest income to Class A shares subject to redemption | 55,579 | (55,759) | $ 55,759 | |||||
Forfeiture of over-allotment option of Class B ordinary shares | $ 41 | $ (41) | ||||||
Forfeiture of over-allotment option of Class B ordinary shares, Shares | (406,250) | |||||||
Remeasurement of Class A ordinary shares to redemption value | (30,026,491) | (648,970) | (29,377,521) | 30,026,491 | ||||
Ending balance at Sep. 30, 2021 | (19,511,227) | (19,511,977) | $ 750 | |||||
Ending balance, Shares at Sep. 30, 2021 | 7,500,000 | |||||||
Beginning balance at Mar. 31, 2021 | (30,852,299) | (35,852,305) | ||||||
Accretion of interest income to Class A shares subject to redemption | (22,605) | (22,605) | ||||||
Ending balance at Jun. 30, 2021 | (24,481,467) | $ (29,481,470) | (24,482,217) | $ 750 | ||||
Ending balance, Shares at Jun. 30, 2021 | 7,500,000 | |||||||
Net income | 4,993,209 | 4,993,209 | ||||||
Accretion of interest income to Class A shares subject to redemption | (22,969) | (22,969) | ||||||
Ending balance at Sep. 30, 2021 | $ (19,511,227) | $ (19,511,977) | $ 750 | |||||
Ending balance, Shares at Sep. 30, 2021 | 7,500,000 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholders' Equity (Deficit) (Parenthetical) | Feb. 17, 2021shares |
Private Placement Warrants [Member] | |
Class of warrants or rights warrants issued during the period | 5,333,333 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 4,993,209 | $ 9,927,047 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on cash and marketable securities held in Trust Account | (55,759) | |
Transaction costs incurred in connection with IPO | 0 | 795,046 |
Change in fair value of warrant liability | (5,089,369) | (11,024,453) |
Changes in current assets and liabilities: | ||
Prepaid expenses | (104,008) | |
Accrued expenses | (48,488) | |
Due to related party | 5,667 | |
Net cash used in operating activities | (504,948) | |
Cash Flows from Investing Activities: | ||
Purchase of investment held in Trust Account | (300,000,000) | |
Net cash used in investing activities | (300,000,000) | |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of underwriting | 294,000,000 | |
Proceeds from private placement | 8,000,000 | |
Payment of promissory note | (131,259) | |
Payment of offering costs | (318,570) | |
Net cash provided by financing activities | 301,550,171 | |
Net change in cash | 1,045,223 | |
Cash, beginning of the period | 0 | |
Cash, end of the period | 1,045,223 | 1,045,223 |
Supplemental disclosure of cash flow information: | ||
Deferred Underwriting fees | 10,500,000 | 10,500,000 |
Initial value of Class A ordinary shares subject to possible redemption | 300,000,000 | 300,000,000 |
Accretion of interest income to Class A shares subject to redemption | (22,969) | 55,579 |
Initial classification of warrant liability | $ 21,165,634 | 21,165,634 |
Deferred offering costs paid under promissory note | $ 126,259 |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operation | Note 1—Organization and Business Operation Organization and General Catcha Investment Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 17, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “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 September 30, 2021, the Company had not commenced any operations. All activity for the period from December 17, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering, as 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 Company’s sponsor is Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 30,000,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “Public Shares”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 4. Each Unit consists of one Class A ordinary share, and one-third of one warrant Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 5. Following the closing of the IPO on February 17, 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 Warrants was placed in a trust account (the “Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the As of September 30, 2021, transaction costs amounted to $17,031,183, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees (see Note 8), and $ was charged to additional paid- in capital and $ was allocated to the public and private warrants and recorded as operating and formation costs. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable 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 business days at a per-share price, payable The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5) in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period or during any Extension Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity - As of September 30, 2021, the Company had $1,045,223 in cash outside of the Trust Account and working capital of approximately $1.1 million. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor, or certain Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 6). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the working capital for identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of corona virus (the “COVID-19 outbreak”). In March 2020, impact of the COVID-19 outbreak continues to COVID-19 impact of the COVID-19 outbreak on the COVID-19 COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 – Restatement of Previously Issued Financial Statements The Company had previously classified a portion of its Class A ordinary shares in permanent equity, because in no event will the Company redeem the public shares in an amount that would cause the net tangible assets to be less than $5,000,001 (so that the Company does not then become subject to the SEC’s “penny stock” rules). As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of the Accounting Standard Codification (the “ASC”) 480-10-S99 re-evaluation, all Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of February 17, 2021, March 31, 2021 and June 30, 2021 should be restated because of a misapplication in the guidance around accounting for complex financial instruments and should no longer be relied upon. The Company is reporting all of its Class A redeemable shares in temporary equity as opposed to permanent equity for all affected periods. The following tables summarize the effect of the Restatement on each balance sheet line item, statement of operations line item, and statement of cash flows line item and statement of changes in shareholders’ equity as of the dates, indicated: February 17, 2021 As Previously Adjustment As Restated Balance Sheet Class A ordinary shares subject to possible redemption $ 264,814,870 $ 35,185,130 $ 300,000,000 Class A ordinary shares 352 (352 ) 0 Additional paid-in-capital 5,813,741 (5,813,741 ) — Accumulated deficit (814,873 ) (29,371,037 ) (30,185,910 ) Total shareholders’ equity (accumulated deficit) 5,000,011 (35,185,130 ) (30,185,119 ) Class A ordinary shares in Permanent Equity 3,518,513 (3,518,513 ) — Number of shares subject to redemption 26,481,487 3,518,513 30,000,000 March 31, 2021 As Previously Adjustment As Restated Condensed Balance Sheet (unaudited) Class A ordinary shares subject to possible redemption 264,157,880 35,852,305 300,010,185 Class A ordinary shares 358 (358 ) (0 ) Additional paid-in-capital 6,464,241 (6,464,241 ) — Accumulated deficit (1,465,343 ) (29,387,706 ) (30,853,049 ) Total shareholders’ equity (deficit) 5,000,006 (35,852,305 ) (30,852,299 ) Number of shares subject to redemption 26,415,788 3,584,212 30,000,000 Class A ordinary shares in Permanent Equity 3,584,212 (3,584,212 ) — Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption 12,358,027 1,975,306 14,333,333 Basic and diluted net loss per share — (0.07 ) (0.07 ) Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,808,639 (1,905,861 ) 6,902,778 Basic and diluted net loss per share (0.17 ) 0.10 (0.07 ) Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption 264,814,780 35,185,220 300,000,000 Change in value of Class A ordinary shares subject to possible redemption (656,990 ) 667,175 10,185 Reported Adjustment As Restated Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited) Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability 269,973,509 (269,973,509 ) — Remeasurement of Class A ordinary shares to redemption value — (30,026,491 ) (30,026,491 ) Accretion of interest income to Class A shares subject to redemption — (10,185 ) (10,185 ) Reclassification of ordinary shares subject to redemption (264,157,880 ) 264,157,880 — Balance as of March 31, 2021 5,000,006 (35,852,305 ) (30,852,299 ) June 30, 2021 As Previously Adjustment As Restated Condensed Balance Sheet (unaudited) Class A ordinary shares subject to possible redemption 270,551,320 29,481,470 300,032,790 Class A ordinary shares 294 (294 ) (0 ) Additional paid-in-capital 70,865 (70,865 ) — Accumulated deficit 4,928,094 (29,410,311 ) (24,482,217 ) Total shareholders’ equity (accumulated deficit) 5,000,003 (29,481,470 ) (24,481,467 ) Number of shares subject to redemption 27,055,132 2,944,868 30,000,000 Class A ordinary shares in Permanent Equity 2,944,868 (2,944,868 ) — Condensed Statement of Operations for the three months ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption 26,415,788 3,584,212 30,000,000 Basic and diluted net income per share — 0.17 0.17 Basic and diluted weighted average shares outstanding, Class B ordinary shares 11,084,212 (3,584,212 ) 7,500,000 Basic and diluted net income per share 0.61 (0.44 ) 0.17 Condensed Statement of Operations for the six months ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption 19,425,741 2,784,204 22,209,945 Basic and diluted net income per share — 0.17 0.17 Basic and diluted weighted average shares outstanding, Class B ordinary shares 9,952,712 (2,749,673 ) 7,203,039 Basic and diluted net income per share 0.49 (0.32 ) 0.17 Condensed Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption 264,814,780 35,185,220 300,000,000 Change in value of Class A ordinary shares subject to possible redemption 5,736,450 (5,736,450 ) — As Previously Adjustment As Restated Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended June 30, 2021 (unaudited) Balance as of March 31, 2021 5,000,006 (35,852,305 ) (30,852,299 ) Accretion of interest income to Class A shares subject to redemption — (22,605 ) (22,605 ) Reclassification of ordinary shares subject to redemption (6,393,440 ) 6,393,440 — Balance as of June 30, 2021 5,000,003 (29,481,470 ) (24,481,467 ) As Previously Adjustment As Restated Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the six months ended June 30, 2021 (unaudited) Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability 269,973,509 (269,973,509 ) — Remeasurement of Class A ordinary shares to redemption value — (30,026,491 ) (30,026,491 ) Accretion of interest income to Class A shares subject to redemption — (32,790 ) (32,790 ) Reclassification of ordinary shares subject to redemption (270,551,320 ) 270,551,320 — Balance as of June 30, 2021 5,000,003 (29,481,470 ) (24,481,467 ) |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3—Significant Accounting Policies Basis of Presentation The accompany condensed balance sheet as of December 31, 2020 has been derived from the audited financial statements included in this Form 10-K. The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article of Regulation S-X of the The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the Emerging Growth Company Status 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, 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 growth Use of Estimates The preparation of the condensed financial statements in conformity with US 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 six 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. Investment Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance Equity Securities.” Held-to-maturity securities are until maturity. Held-to-maturity treasury securities Investment Held in Trust Account As of September 30, 2021, investment in the Company’s Trust Account consisted of $12 in cash and $300,055,747 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on July 22, 2021 and the Company repurchased new Treasury Securities, which will mature on November 26, 2021. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on September 30, 2021 are as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, U.S. Money Market $ 12 $ — $ — $ 12 U.S. Treasury Securities 300,055,747 — (3,238 ) 300,052,509 $ 300,055,759 $ — $ (3,238 ) $ 300,052,521 A decline in the market value of held-to-maturity securities below subsequent to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as 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 September 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. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: 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. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses, and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC FASB ASC 470-20, Debt with During the nine months ended September 30, 2021, offering costs in the aggregate of $16,236,137 have been charged to shareholders’ equity (consisting of $5,724,193 in underwriting fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as operating expenses (consisting of $275,807 in underwriting fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs) for the nine months ended September 30, 2021. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (13,790,354 ) Less: Class A ordinary shares issuance costs (16,236,137 ) Add: Remeasurement of Class A ordinary shares to redemption value 30,026,491 Add: Accretion of interest income to Class A shares subject to redemption 55,759 Class A ordinary shares subject to possible redemption $ 300,055,759 Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based or not net-cash settlement The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC 815-40. Such to re-measurement at such re-measurement, the Net Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,994,567 $ 998,642 $ 7,941,638 $ 1,985,409 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 24,835,165 7,303,114 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.31 $ 0.31 Income Taxes The Company accounts for income taxes under FASB 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. 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 Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On February 17, 2021, the Company sold 30,000,000 Units, including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-third of one Following the closing of the IPO on February 17, 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 Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Warrants As of September 30, 2021, there were 10,000,000 public warrants and 5,333,333 private placement warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of 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, 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 warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable 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 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. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $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 Company’s Class A ordinary shares; • if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of ordinary shares in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading day period The Company believed that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as The accounting treatment of derivative financial instruments requires that the Company records a derivative liability at fair value upon the closing of the IPO. The warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. If no events occurred during the period, the warrants will not be reclassified. The fair value of the liabilities will be re-measured at the |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | Note 5—Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants (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. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6—Related Party Founder Shares On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture. At March 28, 2021, the over allotment option was terminated, hence the 406,250 Class B ordinary shares were forfeited. As of September 30, 2021, there were 7,500,000 Founder Shares issued and outstanding. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Due to related party As of September 30, 2021, the amount due to related party was $5,667 which represents the accrual of an administrative service fee from the Listing Date (defined below) to September 30, 2021. Promissory Note—Related Party On December 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured of amounts borrowed from the Sponsor, the funds of which were used to pay offering costs. As of September 30, 2021 and December 31, 2020, amounts outstanding under the promissory note totaled $0 and $5,000, respectively Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of the Working Capital Loans, not to exceed $1,500,000, may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At September 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed, commencing on the date the securities of the Company are first listed on NYSE (the “Listing Date”), to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. The Company incurred $75,667 and $30,000 in expenses in connection with such services for the period from February 12, 2021 (“Listing Date”) to September 30, 2021 and for the three months ended September 30, 2021, as reflected in the accompanying unaudited condensed statement of operations. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements Warrant Liability The Company’s public and private warrant liabilities were valued using a Monte Carlo simulation at issuance date utilizing management judgment and pricing inputs from the quoted underlying ordinary shares. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public and private warrant liabilities was initially classified as level 3. The Company’s public warrants began trading under the ticker CHAAWS, on April 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 since April 5, 2021 and as of September 30, 2021. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2021 Quoted Prices Significant Significant Liabilities Warrant Liability—Public Warrants $ 6,600,000 $ 6,600,000 $ — $ — Warrant Liability—Private Warrants 3,541,181 — — 3,541,181 $ 10,141,181 $ 6,600,000 $ — $ 3,541,181 The key inputs used in the Monte Carlo simulation for the Public and private warrants as of February 17, 2021 and the private warrants as of September 30, 2021 were as follows: Input February 17, 2021 September 30, 2021 Risk-free interest rate 0.76 % 1.11 % Expected term (years) 6.03 5.75 Expected volatility 24.10 % 12.00 % Stock price $ 9.54 $ 9.75 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 21,165,634 Change in fair value of public and private warrants (5,935,084 ) Public warrants transferred to level 1 (9,800,000 ) Fair Value at June 30, 2021 5,430,550 Change in fair value of private warrants (1,889,369 ) Fair Value at September 30, 2021 $ 3,541,181 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 8—Commitments & 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) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. 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 its 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 period, which Underwriters Agreement The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. The deferred underwriting fee is included as a liability on the condensed balance sheet as of 9/30/21. |
Shareholder's Equity
Shareholder's Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | Note 9—Shareholders’ Equity Preference shares Class A ordinary shares Class B ordinary shares 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 Company’s shareholders except as required by law. Unless specified in the Company’s second amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. 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% less than one-to-one. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompany condensed balance sheet as of December 31, 2020 has been derived from the audited financial statements included in this Form 10-K. The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article of Regulation S-X of the The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the |
Emerging Growth Company Status | 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, 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 growth |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with US 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 six 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. |
Investment Held in Trust Account | Investment Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance Equity Securities.” Held-to-maturity securities are until maturity. Held-to-maturity treasury securities Investment Held in Trust Account As of September 30, 2021, investment in the Company’s Trust Account consisted of $12 in cash and $300,055,747 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on July 22, 2021 and the Company repurchased new Treasury Securities, which will mature on November 26, 2021. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on September 30, 2021 are as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, U.S. Money Market $ 12 $ — $ — $ 12 U.S. Treasury Securities 300,055,747 — (3,238 ) 300,052,509 $ 300,055,759 $ — $ (3,238 ) $ 300,052,521 A decline in the market value of held-to-maturity securities below subsequent to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as |
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 September 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. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: 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. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses, and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC FASB ASC 470-20, Debt with During the nine months ended September 30, 2021, offering costs in the aggregate of $16,236,137 have been charged to shareholders’ equity (consisting of $5,724,193 in underwriting fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as operating expenses (consisting of $275,807 in underwriting fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs) for the nine months ended September 30, 2021. |
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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (13,790,354 ) Less: Class A ordinary shares issuance costs (16,236,137 ) Add: Remeasurement of Class A ordinary shares to redemption value 30,026,491 Add: Accretion of interest income to Class A shares subject to redemption 55,759 Class A ordinary shares subject to possible redemption $ 300,055,759 |
Warrant Liability | Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based or not net-cash settlement The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC 815-40. Such to re-measurement at such re-measurement, the |
Net Income Per Share | Net Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,994,567 $ 998,642 $ 7,941,638 $ 1,985,409 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 24,835,165 7,303,114 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.31 $ 0.31 |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. 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 Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | The following tables summarize the effect of the Restatement on each balance sheet line item, statement of operations line item, and statement of cash flows line item and statement of changes in shareholders’ equity as of the dates, indicated: February 17, 2021 As Previously Adjustment As Restated Balance Sheet Class A ordinary shares subject to possible redemption $ 264,814,870 $ 35,185,130 $ 300,000,000 Class A ordinary shares 352 (352 ) 0 Additional paid-in-capital 5,813,741 (5,813,741 ) — Accumulated deficit (814,873 ) (29,371,037 ) (30,185,910 ) Total shareholders’ equity (accumulated deficit) 5,000,011 (35,185,130 ) (30,185,119 ) Class A ordinary shares in Permanent Equity 3,518,513 (3,518,513 ) — Number of shares subject to redemption 26,481,487 3,518,513 30,000,000 March 31, 2021 As Previously Adjustment As Restated Condensed Balance Sheet (unaudited) Class A ordinary shares subject to possible redemption 264,157,880 35,852,305 300,010,185 Class A ordinary shares 358 (358 ) (0 ) Additional paid-in-capital 6,464,241 (6,464,241 ) — Accumulated deficit (1,465,343 ) (29,387,706 ) (30,853,049 ) Total shareholders’ equity (deficit) 5,000,006 (35,852,305 ) (30,852,299 ) Number of shares subject to redemption 26,415,788 3,584,212 30,000,000 Class A ordinary shares in Permanent Equity 3,584,212 (3,584,212 ) — Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption 12,358,027 1,975,306 14,333,333 Basic and diluted net loss per share — (0.07 ) (0.07 ) Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,808,639 (1,905,861 ) 6,902,778 Basic and diluted net loss per share (0.17 ) 0.10 (0.07 ) Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption 264,814,780 35,185,220 300,000,000 Change in value of Class A ordinary shares subject to possible redemption (656,990 ) 667,175 10,185 Reported Adjustment As Restated Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited) Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability 269,973,509 (269,973,509 ) — Remeasurement of Class A ordinary shares to redemption value — (30,026,491 ) (30,026,491 ) Accretion of interest income to Class A shares subject to redemption — (10,185 ) (10,185 ) Reclassification of ordinary shares subject to redemption (264,157,880 ) 264,157,880 — Balance as of March 31, 2021 5,000,006 (35,852,305 ) (30,852,299 ) June 30, 2021 As Previously Adjustment As Restated Condensed Balance Sheet (unaudited) Class A ordinary shares subject to possible redemption 270,551,320 29,481,470 300,032,790 Class A ordinary shares 294 (294 ) (0 ) Additional paid-in-capital 70,865 (70,865 ) — Accumulated deficit 4,928,094 (29,410,311 ) (24,482,217 ) Total shareholders’ equity (accumulated deficit) 5,000,003 (29,481,470 ) (24,481,467 ) Number of shares subject to redemption 27,055,132 2,944,868 30,000,000 Class A ordinary shares in Permanent Equity 2,944,868 (2,944,868 ) — Condensed Statement of Operations for the three months ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption 26,415,788 3,584,212 30,000,000 Basic and diluted net income per share — 0.17 0.17 Basic and diluted weighted average shares outstanding, Class B ordinary shares 11,084,212 (3,584,212 ) 7,500,000 Basic and diluted net income per share 0.61 (0.44 ) 0.17 Condensed Statement of Operations for the six months ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption 19,425,741 2,784,204 22,209,945 Basic and diluted net income per share — 0.17 0.17 Basic and diluted weighted average shares outstanding, Class B ordinary shares 9,952,712 (2,749,673 ) 7,203,039 Basic and diluted net income per share 0.49 (0.32 ) 0.17 Condensed Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption 264,814,780 35,185,220 300,000,000 Change in value of Class A ordinary shares subject to possible redemption 5,736,450 (5,736,450 ) — As Previously Adjustment As Restated Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended June 30, 2021 (unaudited) Balance as of March 31, 2021 5,000,006 (35,852,305 ) (30,852,299 ) Accretion of interest income to Class A shares subject to redemption — (22,605 ) (22,605 ) Reclassification of ordinary shares subject to redemption (6,393,440 ) 6,393,440 — Balance as of June 30, 2021 5,000,003 (29,481,470 ) (24,481,467 ) As Previously Adjustment As Restated Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the six months ended June 30, 2021 (unaudited) Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability 269,973,509 (269,973,509 ) — Remeasurement of Class A ordinary shares to redemption value — (30,026,491 ) (30,026,491 ) Accretion of interest income to Class A shares subject to redemption — (32,790 ) (32,790 ) Reclassification of ordinary shares subject to redemption (270,551,320 ) 270,551,320 — Balance as of June 30, 2021 5,000,003 (29,481,470 ) (24,481,467 ) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Debt Securities held-to-maturity | The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on September 30, 2021 are as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, U.S. Money Market $ 12 $ — $ — $ 12 U.S. Treasury Securities 300,055,747 — (3,238 ) 300,052,509 $ 300,055,759 $ — $ (3,238 ) $ 300,052,521 |
Summary of Reconciliation of Class A Ordinary Shares Reflected in the Condensed Balance Sheet | At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (13,790,354 ) Less: Class A ordinary shares issuance costs (16,236,137 ) Add: Remeasurement of Class A ordinary shares to redemption value 30,026,491 Add: Accretion of interest income to Class A shares subject to redemption 55,759 Class A ordinary shares subject to possible redemption $ 300,055,759 |
Schedule of Earnings Per Share, Basic and Diluted | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,994,567 $ 998,642 $ 7,941,638 $ 1,985,409 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 24,835,165 7,303,114 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.31 $ 0.31 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Liabilities Measured At Fair Value | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2021 Quoted Prices Significant Significant Liabilities Warrant Liability—Public Warrants $ 6,600,000 $ 6,600,000 $ — $ — Warrant Liability—Private Warrants 3,541,181 — — 3,541,181 $ 10,141,181 $ 6,600,000 $ — $ 3,541,181 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The key inputs used in the Monte Carlo simulation for the Public and private warrants as of February 17, 2021 and the private warrants as of September 30, 2021 were as follows: Input February 17, 2021 September 30, 2021 Risk-free interest rate 0.76 % 1.11 % Expected term (years) 6.03 5.75 Expected volatility 24.10 % 12.00 % Stock price $ 9.54 $ 9.75 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % |
Summary of the changes in the fair value of the warrant liability | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 21,165,634 Change in fair value of public and private warrants (5,935,084 ) Public warrants transferred to level 1 (9,800,000 ) Fair Value at June 30, 2021 5,430,550 Change in fair value of private warrants (1,889,369 ) Fair Value at September 30, 2021 $ 3,541,181 |
Organization and Business Ope_2
Organization and Business Operation - Additional Information (Detail) - USD ($) | Feb. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Date of incorporation | Dec. 17, 2020 | ||
Sale of stock issue price per share | $ 10 | ||
Class of warrants or rights exercise price | $ 11.50 | ||
Class of warrants or rights maturity | 5 years | ||
Proceeds from initial public offer | $ 300,000,000 | ||
Proceeds from issuances of warrant | 8,000,000 | $ 8,000,000 | |
Payment to acquire restricted investments | $ 300,000,000 | 300,000,000 | |
Restricted investments value per unit | $ 10 | ||
Term of restricted investments | 185 days | ||
Percentage of public shares redeemable | 100.00% | ||
Period from the closing of initial public offer within which business combination shall be consummated | 24 months | ||
Transaction costs of share issue | 17,031,183 | ||
Adjustments to additional paid in capital underwriting fees | 6,000,000 | ||
Adjustments to additional paid in capital deferred underwriting fee | 10,500,000 | ||
Adjustments to additional paid in capital other offering costs | $ 531,183 | ||
Minimum per share amount to be maintained in the trust account | $ 10 | $ 10 | |
Number of days after the combination period within which the public shares shall be redeemed | 10 days | ||
Expenses payable on liquidation | $ 100,000 | $ 100,000 | |
Cash in hand | 1,045,223 | 1,045,223 | |
Net working capital | 1,100,000 | 1,100,000 | |
Transaction costs charged to additionalpaid up capital | 16,236,137 | ||
Transaction costs incurred in connection with IPO | $ 0 | $ 795,046 | |
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Fair value of net assets of prospective acquiree as a percentage of net assets in the trust account | 80.00% | 80.00% | |
Equity method investment ownership percentage | 50.00% | 50.00% | |
Private Placement Warrants [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Class of warrants or rights warrants issued during the period shares | 5,333,333 | ||
Class of warrants or rights issue price per unit | $ 1.50 | ||
After Business Combination [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Class of warrants or rights period after which they are excercisable | 30 days | ||
After Initial Public Offer [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Class of warrants or rights period after which they are excercisable | 12 months | ||
Common Class A | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Class of warrants or rights exercise price | $ 11.50 | $ 11.50 | |
Proceeds from initial public offer | $ 300,000,000 | ||
Common Class A | IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock shares issued during the period shares | 30,000,000 | ||
Common Class A | Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock shares issued during the period shares | 2,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 17, 2021 | Dec. 31, 2020 | |
Condensed Balance Sheet (unaudited) | |||||||
Class A ordinary share subject to possible redemption | $ 300,055,759 | $ 300,032,790 | $ 300,010,185 | $ 300,032,790 | $ 300,055,759 | $ 300,000,000 | |
Additional paid-in capital | $ 24,209 | ||||||
Accumulated deficit | 19,511,977 | (24,482,217) | (30,853,049) | (24,482,217) | 19,511,977 | (30,185,910) | 5,744 |
Total shareholders' equity (accumulated deficit) | (19,511,227) | $ (24,481,467) | $ (30,852,299) | $ (24,481,467) | (19,511,227) | (30,185,119) | 19,256 |
Total Liabilities and Shareholders' Equity | 301,204,990 | 301,204,990 | $ 0 | $ 86,354 | |||
Number of shares subject to redemption | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||
Condensed Statement of Cash Flows | |||||||
Initial value of Class A ordinary shares subject to possible redemption | 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | 300,000,000 | ||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | |||||||
Beginning balance | (24,481,467) | (30,852,299) | 19,256 | 19,256 | 19,256 | ||
Remeasurement of Class A ordinary shares to redemption value | (30,026,491) | (30,026,491) | (30,026,491) | ||||
Accretion of interest income to Class A shares subject to redemption | (22,969) | (22,605) | (10,185) | (32,790) | 55,579 | ||
Ending balance | (19,511,227) | (24,481,467) | (30,852,299) | (24,481,467) | (19,511,227) | ||
Class A ordinary shares [Member] | |||||||
Condensed Balance Sheet (unaudited) | |||||||
Class A ordinary share subject to possible redemption | 300,055,759 | 300,055,759 | |||||
Common shares | 0 | $ 0 | 0 | $ 0 | |||
Total shareholders' equity (accumulated deficit) | |||||||
Number of shares subject to redemption | 30,000,000 | 30,000,000 | 0 | ||||
Class A ordinary shares in Permanent Equity | 0 | 0 | 0 | ||||
Condensed Statement of Operations | |||||||
Basic and diluted weighted average shares outstanding | 30,000,000 | 24,835,165 | |||||
Basic and diluted net income (loss) per share | $ 0.13 | $ 0.31 | |||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | |||||||
Beginning balance | |||||||
Remeasurement of Class A ordinary shares to redemption value | $ 30,026,491 | ||||||
Accretion of interest income to Class A shares subject to redemption | 55,759 | ||||||
Ending balance | |||||||
Class B ordinary shares [Member] | |||||||
Condensed Balance Sheet (unaudited) | |||||||
Common shares | 750 | 750 | $ 791 | ||||
Total shareholders' equity (accumulated deficit) | $ 750 | $ 750 | $ 750 | $ 750 | $ 791 | ||
Class A ordinary shares in Permanent Equity | 7,500,000 | 7,500,000 | 7,906,250 | ||||
Condensed Statement of Operations | |||||||
Basic and diluted weighted average shares outstanding | 7,500,000 | 7,500,000 | 6,902,778 | 7,203,039 | 7,303,114 | ||
Basic and diluted net income (loss) per share | $ 0.13 | $ 0.17 | $ (0.07) | $ 0.17 | $ 0.31 | ||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | |||||||
Beginning balance | $ 750 | $ 791 | $ 791 | $ 791 | |||
Ending balance | $ 750 | $ 750 | $ 750 | $ 750 | |||
Class A ordinary shares subject to possible redemption [Member] | |||||||
Condensed Statement of Operations | |||||||
Basic and diluted weighted average shares outstanding | 30,000,000 | 30,000,000 | 14,333,333 | 22,209,945 | 24,835,165 | ||
Basic and diluted net income (loss) per share | $ 0.13 | $ 0.17 | $ (0.07) | $ 0.17 | $ 0.31 | ||
As Previously Reported | |||||||
Condensed Balance Sheet (unaudited) | |||||||
Class A ordinary share subject to possible redemption | $ 270,551,320 | $ 264,157,880 | $ 270,551,320 | 264,814,870 | |||
Additional paid-in capital | 70,865 | 6,464,241 | 70,865 | 5,813,741 | |||
Accumulated deficit | 4,928,094 | (1,465,343) | 4,928,094 | (814,873) | |||
Total shareholders' equity (accumulated deficit) | $ 5,000,003 | $ 5,000,006 | $ 5,000,003 | 5,000,011 | |||
Total Liabilities and Shareholders' Equity | $ 3,518,513 | ||||||
Number of shares subject to redemption | 27,055,132 | 26,415,788 | 27,055,132 | 26,481,487 | |||
Class A ordinary shares in Permanent Equity | 2,944,868 | 3,584,212 | 2,944,868 | ||||
Condensed Statement of Cash Flows | |||||||
Initial value of Class A ordinary shares subject to possible redemption | $ 264,814,780 | $ 264,814,780 | $ 264,814,780 | ||||
Change in value of Class A ordinary shares subject to possible redemption | (656,990) | 5,736,450 | |||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | |||||||
Beginning balance | $ 5,000,003 | 5,000,006 | |||||
Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability | 269,973,509 | 269,973,509 | |||||
Reclassification of ordinary shares subject to redemption | (6,393,440) | (264,157,880) | (270,551,320) | ||||
Ending balance | 5,000,003 | 5,000,006 | 5,000,003 | ||||
As Previously Reported | Class A ordinary shares [Member] | |||||||
Condensed Balance Sheet (unaudited) | |||||||
Common shares | $ 294 | $ 358 | $ 294 | $ 352 | |||
As Previously Reported | Class B ordinary shares [Member] | |||||||
Condensed Statement of Operations | |||||||
Basic and diluted weighted average shares outstanding | 11,084,212 | 8,808,639 | 9,952,712 | ||||
Basic and diluted net income (loss) per share | $ 0.61 | $ (0.17) | $ 0.49 | ||||
As Previously Reported | Class A ordinary shares subject to possible redemption [Member] | |||||||
Condensed Statement of Operations | |||||||
Basic and diluted weighted average shares outstanding | 26,415,788 | 12,358,027 | 19,425,741 | ||||
Adjustment | |||||||
Condensed Balance Sheet (unaudited) | |||||||
Class A ordinary share subject to possible redemption | $ 29,481,470 | $ 35,852,305 | $ 29,481,470 | 35,185,130 | |||
Additional paid-in capital | (70,865) | (6,464,241) | (70,865) | (5,813,741) | |||
Accumulated deficit | (29,410,311) | (29,387,706) | (29,410,311) | (29,371,037) | |||
Total shareholders' equity (accumulated deficit) | $ (29,481,470) | $ (35,852,305) | $ (29,481,470) | (35,185,130) | |||
Total Liabilities and Shareholders' Equity | |||||||
Number of shares subject to redemption | 2,944,868 | 3,584,212 | 2,944,868 | 3,518,513 | |||
Class A ordinary shares in Permanent Equity | (2,944,868) | (3,584,212) | (2,944,868) | ||||
Condensed Statement of Cash Flows | |||||||
Initial value of Class A ordinary shares subject to possible redemption | $ 35,185,220 | $ 35,185,220 | $ 35,185,220 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 667,175 | (5,736,450) | |||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | |||||||
Beginning balance | $ (29,481,470) | (35,852,305) | |||||
Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability | (269,973,509) | (269,973,509) | |||||
Remeasurement of Class A ordinary shares to redemption value | (30,026,491) | (30,026,491) | |||||
Accretion of interest income to Class A shares subject to redemption | (22,605) | (10,185) | (32,790) | $ (55,759) | |||
Reclassification of ordinary shares subject to redemption | 6,393,440 | 264,157,880 | 270,551,320 | ||||
Ending balance | (29,481,470) | (35,852,305) | (29,481,470) | ||||
Adjustment | Class A ordinary shares [Member] | |||||||
Condensed Balance Sheet (unaudited) | |||||||
Common shares | $ (294) | $ (358) | $ (294) | $ (352) | |||
Adjustment | Class B ordinary shares [Member] | |||||||
Condensed Statement of Operations | |||||||
Basic and diluted weighted average shares outstanding | (3,584,212) | (1,905,861) | (2,749,673) | ||||
Basic and diluted net income (loss) per share | $ (0.44) | $ 0.10 | $ (0.32) | ||||
Adjustment | Class A ordinary shares subject to possible redemption [Member] | |||||||
Condensed Statement of Operations | |||||||
Basic and diluted weighted average shares outstanding | 3,584,212 | 1,975,306 | 2,784,204 | ||||
Basic and diluted net income (loss) per share | $ 0.17 | $ (0.07) | $ 0.17 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Parenthetical) (Detail) | Feb. 17, 2021shares |
Public Offering [Member] | |
Stock shares issued during the period shares | 30,000,000 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Sep. 30, 2021USD ($) |
Minimum tangible assets to be maintained for compliance | $ 5,000,001 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | |
Accounting Policies [Line Items] | ||
Cash insured with federal deposit insurance corporation | $ 250,000 | $ 250,000 |
Transaction costs of share issue | 17,031,183 | |
Adjustments to additional paid in capital underwriting fees | 6,000,000 | |
Adjustments to additional paid in capital deferred underwriting fee | 10,500,000 | |
Adjustments to additional paid in capital other offering costs | 531,183 | |
Transaction costs incurred in connection with IPO | $ 0 | $ 795,046 |
Class of warrants outstanding | shares | 15,333,333 | 15,333,333 |
Asset Held In Trust [Member] | ||
Accounting Policies [Line Items] | ||
cash | $ 12 | $ 12 |
Debt Securities held-to-maturity | 300,055,759 | 300,055,759 |
Asset Held In Trust [Member] | US Treasury Securities [Member] | ||
Accounting Policies [Line Items] | ||
Debt Securities held-to-maturity | $ 300,055,747 | $ 300,055,747 |
Maturity date | Jul. 22, 2021 | |
Offering Cost [Member] | ||
Accounting Policies [Line Items] | ||
Transaction costs of share issue | $ 16,236,137 | |
Adjustments to additional paid in capital underwriting fees | 5,724,193 | |
Adjustments to additional paid in capital deferred underwriting fee | 10,017,338 | |
Adjustments to additional paid in capital other offering costs | 494,606 | |
Operating Expense [Member] | IPO [Member] | ||
Accounting Policies [Line Items] | ||
Transaction costs incurred in connection with IPO | 795,046 | |
Underwriting fees | 275,807 | |
Deferred underwriting fees recognized | 482,662 | |
Other offering costs | $ 36,577 | |
Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | shares | 15,333,333 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Class A Ordinary shares [Member] | |||||
Basic and diluted net income per share: | |||||
Allocation of net income | $ 3,994,567 | $ 7,941,638 | |||
Weighted-average shares outstanding | 30,000,000 | 24,835,165 | |||
Basic and diluted net income per share | $ 0.13 | $ 0.31 | |||
Class B Ordinary shares [Member] | |||||
Basic and diluted net income per share: | |||||
Allocation of net income | $ 998,642 | $ 1,985,409 | |||
Weighted-average shares outstanding | 7,500,000 | 7,500,000 | 6,902,778 | 7,203,039 | 7,303,114 |
Basic and diluted net income per share | $ 0.13 | $ 0.17 | $ (0.07) | $ 0.17 | $ 0.31 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail) - Asset Held in Trust [Member] | Sep. 30, 2021USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | $ 300,055,759 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (3,238) |
Fair Value | 300,052,521 |
Money Market Funds [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | 12 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 12 |
US Treasury Securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | 300,055,747 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (3,238) |
Fair Value | $ 300,052,509 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Condensed Balance Sheet (Detail) - USD ($) | Feb. 17, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Temporary Equity [Line Items] | ||||||
Gross proceeds | $ 300,000,000 | |||||
Less: Class A ordinary shares issuance costs | $ (318,570) | |||||
Add: Remeasurement of Class A ordinary shares to redemption value | $ (30,026,491) | $ (30,026,491) | (30,026,491) | |||
Add: Accretion of interest income to Class A shares subject to redemption | $ (22,969) | $ (22,605) | (10,185) | (32,790) | 55,579 | |
Class A ordinary shares subject to possible redemption | $ 300,000,000 | 300,055,759 | $ 300,032,790 | $ 300,010,185 | $ 300,032,790 | 300,055,759 |
Common Class A | ||||||
Temporary Equity [Line Items] | ||||||
Gross proceeds | 300,000,000 | |||||
Less: Proceeds allocated to Public Warrants | (13,790,354) | |||||
Less: Class A ordinary shares issuance costs | (16,236,137) | |||||
Add: Remeasurement of Class A ordinary shares to redemption value | 30,026,491 | |||||
Add: Accretion of interest income to Class A shares subject to redemption | 55,759 | |||||
Class A ordinary shares subject to possible redemption | $ 300,055,759 | $ 300,055,759 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Feb. 17, 2021 | Sep. 30, 2021 |
Sale of stock issue price per share | $ 10 | |
Class of warrants or rights exercise price | $ 11.50 | |
Class of warrants or rights maturity | 5 years | |
Payment to acquire restricted investments | $ 300,000,000 | $ 300,000,000 |
Restricted investments value per unit | $ 10 | |
Term of restricted investments | 185 days | |
Percentage of capital raised for business combination to total equity proceeds | 60.00% | |
Minimum lock In period for SEC registration from date of business combination | 20 days | |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days | |
Percentage of consideration received in form of ordinary shares | 70.00% | |
Public Warrants [Member] | ||
Warrants and Rights Outstanding | $ 10,000,000 | |
Private Placement Warrants [Member] | ||
Warrants and Rights Outstanding | $ 5,333,333 | |
Share price more than or equals to usd 18.00 [Member] | ||
Share Price | $ 18 | |
Number of consecutive trading days for determining share price | 20 days | |
Class of warrants, redemption price per unit | $ 0.01 | |
Class of warrants redemption notice period | 30 days | |
Number of trading days for determining share price | 30 days | |
Share price more than or equals to usd 10.00 [Member] | ||
Share Price | $ 10 | |
Class of warrants, redemption price per unit | $ 0.10 | |
Number of trading days for determining share price | 30 days | |
Common Stock [Member] | Share price less than 9.20 [Member] | ||
Class of warrant or right, redemption price adjustment percentage | 115.00% | |
Common Stock [Member] | Share price more than or equals to usd 18.00 [Member] | ||
Class of warrant or right, redemption price adjustment percentage | 180.00% | |
After Business Combination [Member] | ||
Class of warrants or rights period after which they are excercisable | 30 days | |
After Initial Public Offer [Member] | ||
Class of warrants or rights period after which they are excercisable | 12 months | |
Class A Ordinary shares [Member] | ||
Class of warrants or rights exercise price | $ 11.50 | |
Share Price | 9.20 | |
Class A Ordinary shares [Member] | Common Stock [Member] | ||
Share Price | $ 9.20 | |
Number of consecutive trading days for determining share price | 20 days | |
Fair market value per share | $ 0.361 | |
IPO [Member] | Class A Ordinary shares [Member] | ||
Stock shares issued during the period shares | 30,000,000 | |
Over-Allotment Option [Member] | Class A Ordinary shares [Member] | ||
Stock shares issued during the period shares | 2,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Feb. 17, 2021 | Sep. 30, 2021 |
Class of Warrant or Right [Line Items] | ||
Proceeds from private placement | $ 8,000,000 | $ 8,000,000 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights warrants issued during the period shares | 5,333,333 | |
Class of warrants or rights issue price per unit | $ 1.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 28, 2021 | Feb. 22, 2021 | Feb. 11, 2021 | Dec. 28, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 17, 2021 | Dec. 31, 2020 |
Sale of stock issue price per share | $ 10 | ||||||||||
Temporary equity shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||
Repayments of related party debt | $ 131,259 | ||||||||||
Administrative Service Fee [Member] | |||||||||||
Due to related parties, current | $ 5,667 | $ 5,667 | 5,667 | ||||||||
Expenses from transactions with related party | 30,000 | 75,667 | |||||||||
Working Capital Loan [Member] | |||||||||||
Due to related parties, current | 0 | 0 | 0 | ||||||||
Debt instrument, convertible amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt instrument, convertible, conversion price | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||
Class B Ordinary shares [Member] | |||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 7,906,250 | |||||||
Common stock shares issued | 7,500,000 | 7,500,000 | 7,500,000 | 7,906,250 | |||||||
Class B Ordinary shares [Member] | Over-Allotment Option [Member] | |||||||||||
Forfeiture of over-allotment option of Class B ordinary shares | (406,250) | ||||||||||
Sponsor [Member] | |||||||||||
Due to related parties, current | $ 0 | $ 0 | $ 0 | $ 5,000 | |||||||
Debt instrument face amount | $ 300,000 | ||||||||||
Repayments of related party debt | $ 131,259 | ||||||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||||
Share transfer, trigger price per share | $ 12 | $ 12 | $ 12 | ||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||||
Number of trading days for determining share price | 30 days | ||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||||
Sponsor [Member] | Administrative Service Fee [Member] | |||||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||||||
Common stock not subject to forfeiture | 625,000 | ||||||||||
Sponsor [Member] | Class B Ordinary shares [Member] | |||||||||||
Stock shares issued during the period for services value | $ 718,750 | $ 25,000 | |||||||||
Sale of stock issue price per share | $ 0.003 | ||||||||||
Stock issued during period, shares, issued for services | 7,187,500 | ||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||
Common stock shares outstanding | 7,906,250 | 7,500,000 | 7,500,000 | 7,500,000 | |||||||
Common stock shares issued | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||
Sponsor [Member] | Class B Ordinary shares [Member] | Over-Allotment Option [Member] | |||||||||||
Forfeiture of over-allotment option of Class B ordinary shares | 406,250 | ||||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||||
Temporary equity shares outstanding | 1,031,250 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) | Sep. 30, 2021USD ($) |
Liabilities | |
Warrant liability | $ 10,141,181 |
Level 1 [Member] | |
Liabilities | |
Warrant liability | 6,600,000 |
Level 2 [Member] | |
Liabilities | |
Warrant liability | |
Level 3 [Member] | |
Liabilities | |
Warrant liability | 3,541,181 |
Fair Value, Recurring [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant liability | 6,600,000 |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member] | |
Liabilities | |
Warrant liability | 6,600,000 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | |
Liabilities | |
Warrant liability | 3,541,181 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member] | |
Liabilities | |
Warrant liability | $ 3,541,181 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Sep. 30, 2021yr | Feb. 17, 2021yr |
Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0111 | 0.0076 |
Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.75 | 6.03 |
Expected Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.1200 | 0.2410 |
Stock Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.75 | 9.54 |
Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements -Summar
Fair Value Measurements -Summary of the changes in the fair value of the warrant liability (Detail) - Warrant Liability [Member] - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning balance | $ 5,430,550 | $ 0 |
Initial value of public and private warrant liabilities | 21,165,634 | |
Public warrants transferred to level 1 | (9,800,000) | |
Change in fair value of private warrants | (1,889,369) | (5,935,084) |
Fair value, Ending balance | $ 3,541,181 | $ 5,430,550 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred Underwriting Fee Percentage | 3.50% | |
Deferred Underwriting fees | $ 10,500,000 | $ 0 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 17, 2021 | Dec. 31, 2020 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock shares outstanding | 0 | 0 | |||
Temporary equity shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | ||
Common Class A | |||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 0 | 0 | |||
Common stock shares outstanding | 0 | 0 | |||
Temporary equity shares outstanding | 30,000,000 | 0 | |||
Common Class A | Common Stock Subject to Mandatory Redemption [Member] | |||||
Common stock shares issued | 0 | ||||
Common stock shares outstanding | 0 | ||||
Temporary equity shares outstanding | 30,000,000 | ||||
Common Class B | |||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 7,500,000 | 7,906,250 | |||
Common stock shares outstanding | 7,500,000 | 7,906,250 |