Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | Cartesian Growth Corporation |
Entity Central Index Key | 0001838615 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Filer Category | Non-accelerated Filer |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Assets: | |||
Cash | $ 715,774 | ||
Prepaid Expenses | 198,465 | ||
Total current assets | 914,239 | ||
Deferred offering costs | 130,686 | ||
Cash and securities held in Trust Account | 345,024,019 | ||
Total assets | 345,938,258 | 130,686 | |
Liabilities and Shareholders' Equity | |||
Accrued offering costs and expenses | 118 | 113,634 | |
Due to related party | |||
Total current liabilities | 118 | 113,634 | |
Deferred underwriting fee | 12,075,000 | ||
Warrant liability | 24,063,287 | ||
Total liabilities | 36,138,405 | 113,634 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, 34,500,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively | 345,024,019 | ||
Shareholders' Equity (Deficit) | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 and 0 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively | 0 | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | [1] | 863 | 863 |
Additional paid-in capital | 0 | 24,137 | |
Accumulated deficit | (35,225,029) | (7,948) | |
Total shareholders' equity (deficit) | (35,224,166) | 17,052 | |
Total Liabilities and Shareholders' Equity (Deficit) | $ 345,938,258 | $ 130,686 | |
[1] | Share count at December 31, 2020 included up to 1,125,000 founder shares that were subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Sep. 30, 2021 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 0 | 34,500,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 8,625,000 | 8,625,000 |
Ordinary shares, outstanding | 8,625,000 | 8,625,000 |
Common stock subject to forfeiture shares | 1,125,000 | |
Shares issued | 8,625,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Operating costs | $ 239,380 | $ 537,871 | ||
Loss from operations | (239,380) | (537,871) | ||
Other income/(expense) | ||||
Interest earned on cash and marketable securities held in Trust Account | 4,440 | 24,019 | ||
Offering costs allocated to warrants | (849,993) | |||
Excess of Private Warrants fair value over purchase price | (3,097,200) | |||
Change in fair value of warrant liability | (5,628,806) | 2,941,413 | ||
Total other income/(expense) | (5,624,366) | (981,761) | ||
Formation and operating costs | $ (7,948) | |||
Net Income(loss) | $ (7,948) | $ (5,863,746) | $ (1,519,632) | |
Weighted average shares outstanding; Class A ordinary shares | 7,500,000 | [1] | 34,500,000 | 27,296,703 |
Basic and diluted net income per share, Class A ordinary shares | $ 0 | $ (0.14) | $ (0.04) | |
Weighted average shares outstanding, Class B ordinary shares | 8,625,000 | 8,390,110 | ||
Basic and diluted net income per share, Class B ordinary shares | $ (0.14) | $ (0.04) | ||
[1] | This number excludes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by underwriters (see Note 5). On February 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders hold 8,625,000 shares of the Company’s Class B ordinary shares. All shares and associated amounts have been retroactively restated. (See Note 8.) |
Condensed Statement of Operat_2
Condensed Statement of Operations (Unaudited) (Parenthetical) - Common Class B [Member] - shares | Feb. 23, 2021 | Dec. 31, 2020 |
Shares issued | 8,625,000 | 8,625,000 |
Common stock subject to forfeiture shares | 1,125,000 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class AOrdinary Shares | Class BOrdinary Shares | ||
Balance at Dec. 17, 2020 | |||||||
Balance (in Shares) at Dec. 17, 2020 | [1] | ||||||
Net income (Loss) | (7,948) | (7,948) | |||||
Class B ordinary shares issued to Sponsor | 25,000 | 24,137 | $ 863 | ||||
Class B ordinary shares issued to Sponsor (Shares) | [1] | 8,625,000 | |||||
Balance at Dec. 31, 2020 | 17,052 | 24,137 | (7,948) | $ 863 | |||
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | [1] | |||||
Sale of 34,500,000 Units, net of underwriting commissions and offering expenses | 326,309,933 | 326,306,483 | $ 3,450 | ||||
Sale of 34,500,000 Units, net of underwriting commissions and offering expenses (in Shares) | 34,500,000 | ||||||
Sale of 8,900,000 Private Warrants | 8,900,000 | 8,900,000 | |||||
Initial classification of warrant liability | (23,907,500) | (23,907,500) | |||||
Net income (Loss) | (4,901,560) | (4,901,560) | |||||
Change in ordinary shares subject to possible redemption | (335,773,905) | (311,323,120) | (33,680,583) | $ (3,450) | |||
Change in ordinary shares subject to possible redemption (in Shares) | (34,500,000) | ||||||
Balance at Mar. 31, 2021 | (38,589,228) | 0 | (38,590,091) | $ 0 | $ 863 | ||
Balance (in Shares) at Mar. 31, 2021 | 0 | 8,625,000 | |||||
Net income (Loss) | 9,245,674 | 9,245,674 | |||||
Change in ordinary shares subject to possible redemption | (12,426) | 0 | (12,426) | $ 0 | |||
Change in ordinary shares subject to possible redemption (in Shares) | 0 | ||||||
Balance at Jun. 30, 2021 | (29,355,980) | 0 | (29,356,843) | $ 0 | $ 863 | ||
Balance (in Shares) at Jun. 30, 2021 | 0 | 8,625,000 | |||||
Net income (Loss) | (5,863,746) | (5,863,746) | |||||
Change in ordinary shares subject to possible redemption | (4,440) | 0 | (4,440) | $ 0 | $ 0 | ||
Change in ordinary shares subject to possible redemption (in Shares) | 0 | 0 | |||||
Balance at Sep. 30, 2021 | $ (35,224,166) | $ 0 | $ (35,225,029) | $ 0 | $ 863 | ||
Balance (in Shares) at Sep. 30, 2021 | 0 | 8,625,000 | |||||
[1] | This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On February 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders hold 8,625,000 shares of the Company’s Class B ordinary shares. All shares and associated amounts have been retroactively restated. (See Note 8.) |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholders' Equity (Unaudited) (Parentheticals) - USD ($) | Feb. 23, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Underwriting commissions and offering expenses | $ 34,500,000 | ||
Private Warrants | $ 8,900,000 | ||
Class B Ordinary shares [Member] | |||
Shares issued | 8,625,000 | 8,625,000 | |
Common stock subject to forfeiture shares | 1,125,000 | 1,125,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | Dec. 31, 2020 | Sep. 30, 2021 |
Cash flows from operating activities: | ||
Net loss | $ (7,948) | $ (1,519,632) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (24,019) | |
Offering costs allocated to warrants | 849,993 | |
Excess of Private Warrants fair value over purchase price | 3,097,200 | |
Change in fair value of warrant liability | (2,941,413) | |
Accrued offering costs and expenses | 7,948 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (198,465) | |
Accrued expenses | (7,830) | |
Due to related party | ||
Net cash used in operating activities | (744,166) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (345,000,000) | |
Net cash used in investing activities | (345,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting commissions | 338,100,000 | |
Proceeds from sale of Private Warrants | 8,900,000 | |
Proceeds from issuance of promissory note to Sponsor | 144,890 | |
Payment on promissory issued to Sponsor | (144,890) | |
Payment of deferred offering costs | (540,060) | |
Proceeds from sale of founder shares to Sponsor | ||
Net cash provided by financing activities | 346,459,940 | |
Net change in cash | 715,774 | |
Cash, beginning of period | ||
Cash, end of the period | 715,774 | |
Supplemental disclosure of cash flow information: | ||
Initial classification of Class A ordinary shares subject to possible redemption | 345,000,000 | |
Change in Class A ordinary shares subject to possible redemption | 24,019 | |
Deferred underwriters' discount payable charged to additional paid-in capital | $ 12,075,000 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering costs included in accrued offering costs and expenses | $ 105,686 |
Organization and Business Opera
Organization and Business Operations | Dec. 31, 2020 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business Operations | Note 1 — Organization, Business Operation and Going Concern Cartesian Growth Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 18, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is CGC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 30,000,000 units at $10.00 per unit (the “Units”) (or 34,500,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public Offering”), and the sale of 8,000,000 warrants (or 8,900,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions) 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 a controlling 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”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial 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 The shares of ordinary share subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the Proposed Public Offering to complete the initial Business Combination. However, if the Company is unable to complete the initial 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 thereafter, redeem the public shares, at a per-share The initial shareholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 5) and public shares purchased during or after the Proposed Public Offering 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 or tender offer to approve or in connection with a proposed initial Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold during or after the Proposed Public Offering if the Company fails to complete the initial Business Combination within the prescribed time frame, and (iv) vote any founder shares held by them and any public shares purchased during or after the Proposed Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company has not asked the Sponsor to reserve for such indemnification obligations. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and the public shareholders would receive such lesser amount per share in connection with any redemption of the public shares. 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. Going Concern Consideration As of December 31, 2020, the Company had $-0- 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- This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Note 1 — Organization and Business Operations Cartesian Growth Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. non-operating The Company’s sponsor is CGC Sponsor LLC, a Cayman Islands limited liability Company (the “Sponsor”). On February 26, 2021, the Company consummated the IPO, including the full over-allotment option exercised by the underwriters on February 23, 2021, of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares and warrants included in the Units, the “Public Shares” and “Public Warrants”, respectively), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4. Each Unit consists of one Class A ordinary share and one-third Simultaneously with the closing of the IPO, the Company consummated the sale of 8,900,000 warrants (the “Private Warrants,” and together with the “Public Warrants,” the “Warrants”), at a price of $1.00 per Private Warrant, in a private placement to the Sponsor, generating gross proceeds of $8,900,000, which is discussed in Note 5. Transaction costs of the IPO amounted to $19,540,060 consisting of $6,900,000 of underwriting commission, $12,075,000 of deferred underwriting commission, and $565,060 of other offering costs. Following the closing of the IPO on February 26, 2021, $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under pre-initial business The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their 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, The Company will have until February 26, 2023 to complete the initial Business Combination (as such period may be extended pursuant to its Amended and Restated Memorandum and Articles of Association, the “Combination Period”). If the Company is unable to complete the initial 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 thereafter, redeem the Public Shares, at a per-share price, The Company’s initial shareholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 4) and Public Shares purchased during or after the IPO 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 or tender offer to approve or in connection with an initial Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold during or after the IPO if the Company fails to complete the initial Business Combination within the prescribed time frame, and (iv) vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company has not asked the Sponsor to reserve for such indemnification obligations. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and the public shareholders would receive such lesser amount per share in connection with any redemption of the Public Shares. 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. Business Combination Agreement On September 19, 2021, the Company, Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies”), Rook MS LLC, a Delaware limited liability company and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”) entered into a business combination agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the Company will hold Umbrella, a newly formed Delaware limited liability company for purposes of effecting the transactions contemplated by the Business Combination Agreement, which will hold the businesses of the Target Companies. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). the COVID-19 outbreak the COVID-19 outbreak COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In certain of the Company’s previously issued financial statements, a portion of the Public Shares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so the Company believed that it was appropriate to classify the portion of its Public Shares required to keep its shareholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, as a result of recent guidance to special purpose acquisition companies by the SEC regarding redeemable equity instruments, management revisited the Company’s application of ASC 480-10-99 re-evaluation, In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts are material to the Company’s previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all Public Shares as temporary equity. As such the Company is restating those periods in this Quarterly Report. Impact of the Restatement The impacts to the balance sheet as of February 26, 2021, the balance sheet and statement of shareholders’ equity (deficit) as of March 31, 2021, the statement of operations for the three months ended March 31, 2021, the balance sheet and statement of shareholders’ equity (deficit) as of June 30, 2021 and the statement of operations for the three months and six months ended June 30, 2021 is presented below: As Reported Adjustment As Restated Balance Sheet as of February 26, 2021 (as restated in footnote 2 of the Company’s Quarterly Report on Form 10-Q Class A ordinary shares subject to possible redemption ($) $ 302,369,830 $ 42,630,170 $ 345,000,000 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 426 (426 ) — Class B ordinary shares, $0.0001 par value 863 — 863 Additional paid-in 8,956,314 (8,956,314 ) — Retained Earnings (Accumulated Deficit) (3,957,602 ) (33,673,430 ) (37,631,032 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (42,630,170 ) $ (37,630,169 ) Shares subject to possible redemption 30,236,983 4,263,017 34,500,000 Balance Sheet as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q Class A ordinary shares subject to possible redemption ($) $ 301,417,916 $ 43,589,237 $ 345,007,153 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 436 (436 ) — Class B ordinary shares, $0.0001 par value 863 — 863 Additional paid-in 9,908,218 (9,908,218 ) — Retained Earnings (Accumulated Deficit) (4,909,508 ) (33,680,583 ) (38,590,091 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (43,589,237 ) $ (38,589,228 ) Shares subject to possible redemption 30,141,792 4,358,208 34,500,000 As Reported Adjustment As Restated Statement of Changes in Shareholders’ Equity (Deficit) as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021) Class A ordinary shares outstanding 4,358,208 (4,358,208 ) — Class A ordinary shares $ 436 $ (436 ) $ — Additional Paid-In-Capital 9,908,218 (9,908,218 ) — Retained Earnings (Accumulated Deficit) (4,909,508 ) (33,680,583 ) (38,590,091 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (43,589,237 ) $ (38,589,228 ) Statement of Operations for the three months ended March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q Weighted average shares outstanding, Redeemable Class A ordinary shares 30,234,183 (17,584,183 ) 12,650,000 Basic and diluted net income per share, Redeemable Class A ordinary shares $ — $ (0.24 ) $ (0.24 ) Weighted average shares outstanding, Non-redeemable 9,536,531 (1,624,031 ) 7,912,500 Basic and diluted net income per shares, Non-redeemable $ (0.51 ) $ 0.27 $ (0.24 ) Balance Sheet as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q Class A ordinary shares subject to possible redemption ($) $ 310,663,596 $ 34,355,983 $ 345,019,579 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 344 (344 ) — Class B ordinary shares, $0.0001 par value 863 — 863 Additional paid-in 662,630 (662,630 ) — Retained Earnings (Accumulated Deficit) 4,336,166 (33,693,009 ) (29,356,843 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (34,355,983 ) $ (29,355,980 ) Shares subject to possible redemption 31,066,360 3,433,640 34,500,000 Statement of Changes in Shareholders’ Equity (Deficit) as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021) Class A ordinary shares outstanding 3,433,640 (3,433,640 ) — Class A ordinary shares $ 344 $ (344 ) $ — Additional Paid-In-Capital 662,630 (662,630 ) — Retained Earnings (Accumulated Deficit) 4,336,166 (33,693,009 ) (29,356,843 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (34,355,983 ) $ (29,355,980 ) As Reported Adjustment As Restated Statement of Operations for the three months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q Weighted average shares outstanding, Redeemable Class A ordinary shares 30,151,952 4,348,048 34,500,000 Basic and diluted net income per share, Redeemable Class A ordinary shares $ — $ 0.21 $ 0.21 Weighted average shares outstanding, Non-redeemable 12,973,048 (4,348,048 ) 8,625,000 Basic and diluted net income per shares, Non-redeemable $ 0.71 $ (0.50 ) $ 0.21 Statement of Operations for the six months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q Weighted average shares outstanding, Redeemable Class A ordinary shares 30,175,080 (6,539,721 ) 23,635,359 Basic and diluted net income per share, Redeemable Class A ordinary shares $ — $ 0.14 $ 0.14 Weighted average shares outstanding, Non-redeemable 11,263,757 (2,993,039 ) 8,270,718 Basic and diluted net income per shares, Non-redeemable $ 0.41 $ (0.27 ) $ 0.14 |
Significant Accounting Policies
Significant Accounting Policies | Dec. 31, 2020 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred Offering Costs Deferred offering costs consist of legal and accounting expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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. 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 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. 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its IPO which contains the audited financial statements and notes thereto for the year ended December 31, 2020 as filed with the SEC on February 25, 2021. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Warrant Liabilities The Company evaluated the Warrants (which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815-40 offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative 815-40, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering non-operating Ordinary Shares Subject to Possible Redemption All of the 34,500,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’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 February 26, 2021, 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. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the 20,400,000 ordinary shares underlying the 11,500,000 Warrants sold in the IPO and the 8,900,000 Private Warrants sold in the private placement, in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. The Company’s condensed statement of operations applies the two-class Reconciliation of Net Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A ordinary shares and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value. Accordingly, basic and diluted income per ordinary share is calculated as follows: Nine Months Three Months Class A ordinary shares Numerator: Net loss allocable to Class A ordinary shares Net loss $ (1,519,632 ) $ (5,863,746 ) Less: Allocation of net income to Class B ordinary shares (357,271 ) (1,172,749 ) Proportionate share of net income $ (1,162,361 ) $ (4,690,997 ) Nine Months Three Months Denominator: Weighted Average Class A ordinary shares Basic and diluted weighted average shares outstanding 27,296,703 34,500,000 Basic and diluted net income per share $ (0.04 ) $ (0.14 ) Class B ordinary shares Numerator: Net loss allocable to Class B ordinary shares Net loss $ (1,519,632 ) $ (5,863,746 ) Less: Allocation of net income to Class A ordinary shares (1,162,361 ) (4,690,997 ) Proportionate share of net income $ (357,271 ) $ (1,172,749 ) Denominator: Weighted Average Class B ordinary shares Basic and diluted weighted average shares outstanding 8,390,110 8,625,000 Basic and diluted net income per share $ (0.04 ) $ (0.14 ) Fair Value of Financial Instruments The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of certain of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | Dec. 31, 2020 | Sep. 30, 2021 |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 30,000,000 Units, (or 34,500,000 Units if the underwriters’ over- allotment option is exercised in full) at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third | Note 4 — Initial Public Offering Public Units On February 26, 2021, the Company sold 34,500,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-third Public Warrants Each whole Warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed herein. 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. 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 its affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) 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 and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private 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 (the “30-day • if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants. |
Private Placement
Private Placement | Dec. 31, 2020 | Sep. 30, 2021 |
Private Placement [Abstract] | ||
Private Placement | Note 4 — Private Placement The Company’s Sponsor has agreed to purchase an aggregate of 8,000,000 Private Placement Warrants (or 8,900,000 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $8,000,000 (or $8,900,000 if the underwriters’ over-allotment option is exercised in full). The Private Placement Warrants will be identical to the warrants sold in the Proposed Public Offering except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. 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 Proposed Public Offering. The initial shareholders, officers, directors and independent directors have agreed to waive their redemption rights with respect to any public shares they may acquire during or after the Proposed Public Offering, in connection with the completion of the initial Business Combination. If the Company does not complete the initial Business Combination within the applicable time period, the proceeds of the sale of the private placement warrants will be used to fund the redemption of the public shares. | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,900,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $8,900,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust. The Private Warrants are identical to the warrants sold in the IPO except that the Private Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private 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. The initial shareholders, officers, directors and independent directors have agreed to waive their redemption rights with respect to any Public Shares they may acquire during or after the IPO, in connection with the completion of the initial Business Combination. If the Company does not complete the initial Business Combination within the applicable time period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares. |
Related Party Transactions
Related Party Transactions | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 31, 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 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders hold 8,625,000 shares of the Company’s Class B ordinary shares. Up to 1,125,000 founder shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. All shares and associated amounts have been retroactively restated (see Note 8). The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $250,000 to be used for a portion of the expenses of the Proposed Public Offering. These loans are non-interest 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. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of this prospectus, the Company will 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. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On December 31, 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 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders held 8,625,000 shares of the Company’s Class B ordinary shares, including up to 1,125,000 founder shares which were subject to forfeiture by the Sponsor, if the over-allotment option was not exercised by the underwriters in full. As a result of the underwriters’ election to fully exercise their over-allotment option on February 26, 2021, none of the Class B ordinary shares are subject to forfeiture any longer. The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $250,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, Related Party 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 will 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. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company agreed 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. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months and nine months ended September 30, 2021, the Company has paid $30,000 and $80,000, respectively, in service fee expense. |
Commitments and Contingencies
Commitments and Contingencies | Dec. 31, 2020 | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Proposed Public Offering, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the Proposed Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $6,000,000 (or up to $6,900,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering upon the completion of the Company’s initial Business Combination. | Note 7 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day Upon consummation of the IPO on February 26, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,900,000 in the aggregate. The underwriters are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, or $12,075,000 in the aggregate. The deferred underwriting commission will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Warrants which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Shareholders' Equity
Shareholders' Equity | Dec. 31, 2020 | Sep. 30, 2021 |
Stockholders' Equity Note [Abstract] | ||
Shareholders' Equity | Note 7 — Shareholder’s Equity Preferred 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 amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law 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 concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, one-for-one Warrants The warrants will become exercisable on the later of 12 months from the closing of the Proposed Public Offering 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 fifteen (15) 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 and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available. 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 (the “30-day • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, for any 20 trading days within a 30-trading | Note 8 — 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 amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable share 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 concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, sub-divisions, one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Prices Significant Significant Assets: U.S. Money Market held in Trust Account $ 345,024,019 $ 345,024,019 $ — $ — Liabilities: Public Warrants Liability 12,190,000 12,190,000 — — Private Warrants Liability 11,873,287 — — 11,873,287 $ 24,063,287 $ 12,190,000 $ — $ 11,873,287 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Company established the initial fair value of the Public Warrants and Private Warrants on February 26, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model. As of September 30, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of September 30, 2021 due to the use of unobservable inputs. For the period ending September 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants. The following table presents the changes Level 3 liabilities for the nine months ended September 30, 2021: Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 27,004,700 Change in fair value of public and private warrants (8,570,219 ) Transfer of public warrants to Level 1 (9,624,350 ) Fair Value at June 30, 2021 $ 8,810,131 Change in fair value of private warrants 3,063,156 Fair Value at September 30, 2021 $ 11,873,287 The key inputs into the Monte Carlo simulation as of February 26, 2021 and September 30, 2021 were as follows: Inputs (Initial Measurement) February 26, 2021 September 30, 2021 Risk-free interest rate 0.98 % 1.09 % Expected term remaining (years) 6.13 5.64 Expected volatility 24.2 % 19.9 % Stock price $ 9.565 $ 9.85 |
Subsequent Events
Subsequent Events | Dec. 31, 2020 | Sep. 30, 2021 |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders hold 8,625,000 shares of the Company’s Class B ordinary shares. Up to 1,125,000 founder shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. All shares and associated amounts have been retroactively restated. | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | Dec. 31, 2020 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its IPO which contains the audited financial statements and notes thereto for the year ended December 31, 2020 as filed with the SEC on February 25, 2021. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. | |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Warrants (which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815-40 offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative 815-40, | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering non-operating | |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 34,500,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. | |
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. 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 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. 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. | Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’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 February 26, 2021, 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. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands 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. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal and accounting expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 | |
Net Income Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the 20,400,000 ordinary shares underlying the 11,500,000 Warrants sold in the IPO and the 8,900,000 Private Warrants sold in the private placement, in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. The Company’s condensed statement of operations applies the two-class |
Reconciliation of Net Income per Share | Reconciliation of Net Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A ordinary shares and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value. Accordingly, basic and diluted income per ordinary share is calculated as follows: Nine Months Three Months Class A ordinary shares Numerator: Net loss allocable to Class A ordinary shares Net loss $ (1,519,632 ) $ (5,863,746 ) Less: Allocation of net income to Class B ordinary shares (357,271 ) (1,172,749 ) Proportionate share of net income $ (1,162,361 ) $ (4,690,997 ) Nine Months Three Months Denominator: Weighted Average Class A ordinary shares Basic and diluted weighted average shares outstanding 27,296,703 34,500,000 Basic and diluted net income per share $ (0.04 ) $ (0.14 ) Class B ordinary shares Numerator: Net loss allocable to Class B ordinary shares Net loss $ (1,519,632 ) $ (5,863,746 ) Less: Allocation of net income to Class A ordinary shares (1,162,361 ) (4,690,997 ) Proportionate share of net income $ (357,271 ) $ (1,172,749 ) Denominator: Weighted Average Class B ordinary shares Basic and diluted weighted average shares outstanding 8,390,110 8,625,000 Basic and diluted net income per share $ (0.04 ) $ (0.14 ) | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. | Fair Value of Financial Instruments The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of certain of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement on each financial statement | The impacts to the balance sheet as of February 26, 2021, the balance sheet and statement of shareholders’ equity (deficit) as of March 31, 2021, the statement of operations for the three months ended March 31, 2021, the balance sheet and statement of shareholders’ equity (deficit) as of June 30, 2021 and the statement of operations for the three months and six months ended June 30, 2021 is presented below: As Reported Adjustment As Restated Balance Sheet as of February 26, 2021 (as restated in footnote 2 of the Company’s Quarterly Report on Form 10-Q Class A ordinary shares subject to possible redemption ($) $ 302,369,830 $ 42,630,170 $ 345,000,000 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 426 (426 ) — Class B ordinary shares, $0.0001 par value 863 — 863 Additional paid-in 8,956,314 (8,956,314 ) — Retained Earnings (Accumulated Deficit) (3,957,602 ) (33,673,430 ) (37,631,032 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (42,630,170 ) $ (37,630,169 ) Shares subject to possible redemption 30,236,983 4,263,017 34,500,000 Balance Sheet as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q Class A ordinary shares subject to possible redemption ($) $ 301,417,916 $ 43,589,237 $ 345,007,153 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 436 (436 ) — Class B ordinary shares, $0.0001 par value 863 — 863 Additional paid-in 9,908,218 (9,908,218 ) — Retained Earnings (Accumulated Deficit) (4,909,508 ) (33,680,583 ) (38,590,091 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (43,589,237 ) $ (38,589,228 ) Shares subject to possible redemption 30,141,792 4,358,208 34,500,000 As Reported Adjustment As Restated Statement of Changes in Shareholders’ Equity (Deficit) as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021) Class A ordinary shares outstanding 4,358,208 (4,358,208 ) — Class A ordinary shares $ 436 $ (436 ) $ — Additional Paid-In-Capital 9,908,218 (9,908,218 ) — Retained Earnings (Accumulated Deficit) (4,909,508 ) (33,680,583 ) (38,590,091 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (43,589,237 ) $ (38,589,228 ) Statement of Operations for the three months ended March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q Weighted average shares outstanding, Redeemable Class A ordinary shares 30,234,183 (17,584,183 ) 12,650,000 Basic and diluted net income per share, Redeemable Class A ordinary shares $ — $ (0.24 ) $ (0.24 ) Weighted average shares outstanding, Non-redeemable 9,536,531 (1,624,031 ) 7,912,500 Basic and diluted net income per shares, Non-redeemable $ (0.51 ) $ 0.27 $ (0.24 ) Balance Sheet as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q Class A ordinary shares subject to possible redemption ($) $ 310,663,596 $ 34,355,983 $ 345,019,579 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 344 (344 ) — Class B ordinary shares, $0.0001 par value 863 — 863 Additional paid-in 662,630 (662,630 ) — Retained Earnings (Accumulated Deficit) 4,336,166 (33,693,009 ) (29,356,843 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (34,355,983 ) $ (29,355,980 ) Shares subject to possible redemption 31,066,360 3,433,640 34,500,000 Statement of Changes in Shareholders’ Equity (Deficit) as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021) Class A ordinary shares outstanding 3,433,640 (3,433,640 ) — Class A ordinary shares $ 344 $ (344 ) $ — Additional Paid-In-Capital 662,630 (662,630 ) — Retained Earnings (Accumulated Deficit) 4,336,166 (33,693,009 ) (29,356,843 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (34,355,983 ) $ (29,355,980 ) As Reported Adjustment As Restated Statement of Operations for the three months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q Weighted average shares outstanding, Redeemable Class A ordinary shares 30,151,952 4,348,048 34,500,000 Basic and diluted net income per share, Redeemable Class A ordinary shares $ — $ 0.21 $ 0.21 Weighted average shares outstanding, Non-redeemable 12,973,048 (4,348,048 ) 8,625,000 Basic and diluted net income per shares, Non-redeemable $ 0.71 $ (0.50 ) $ 0.21 Statement of Operations for the six months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q Weighted average shares outstanding, Redeemable Class A ordinary shares 30,175,080 (6,539,721 ) 23,635,359 Basic and diluted net income per share, Redeemable Class A ordinary shares $ — $ 0.14 $ 0.14 Weighted average shares outstanding, Non-redeemable 11,263,757 (2,993,039 ) 8,270,718 Basic and diluted net income per shares, Non-redeemable $ 0.41 $ (0.27 ) $ 0.14 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per ordinary share | Nine Months Three Months Class A ordinary shares Numerator: Net loss allocable to Class A ordinary shares Net loss $ (1,519,632 ) $ (5,863,746 ) Less: Allocation of net income to Class B ordinary shares (357,271 ) (1,172,749 ) Proportionate share of net income $ (1,162,361 ) $ (4,690,997 ) Nine Months Three Months Denominator: Weighted Average Class A ordinary shares Basic and diluted weighted average shares outstanding 27,296,703 34,500,000 Basic and diluted net income per share $ (0.04 ) $ (0.14 ) Class B ordinary shares Numerator: Net loss allocable to Class B ordinary shares Net loss $ (1,519,632 ) $ (5,863,746 ) Less: Allocation of net income to Class A ordinary shares (1,162,361 ) (4,690,997 ) Proportionate share of net income $ (357,271 ) $ (1,172,749 ) Denominator: Weighted Average Class B ordinary shares Basic and diluted weighted average shares outstanding 8,390,110 8,625,000 Basic and diluted net income per share $ (0.04 ) $ (0.14 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Prices Significant Significant Assets: U.S. Money Market held in Trust Account $ 345,024,019 $ 345,024,019 $ — $ — Liabilities: Public Warrants Liability 12,190,000 12,190,000 — — Private Warrants Liability 11,873,287 — — 11,873,287 $ 24,063,287 $ 12,190,000 $ — $ 11,873,287 |
Schedule of changes Level 3 fair value liabilities | The following table presents the changes Level 3 liabilities for the nine months ended September 30, 2021: Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 27,004,700 Change in fair value of public and private warrants (8,570,219 ) Transfer of public warrants to Level 1 (9,624,350 ) Fair Value at June 30, 2021 $ 8,810,131 Change in fair value of private warrants 3,063,156 Fair Value at September 30, 2021 $ 11,873,287 |
Schedule of key inputs into the Monte Carlo simulation | The key inputs into the Monte Carlo simulation as of February 26, 2021 and September 30, 2021 were as follows: Inputs (Initial Measurement) February 26, 2021 September 30, 2021 Risk-free interest rate 0.98 % 1.09 % Expected term remaining (years) 6.13 5.64 Expected volatility 24.2 % 19.9 % Stock price $ 9.565 $ 9.85 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Feb. 26, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Feb. 26, 2021USD ($)$ / shares | Feb. 23, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares |
Organization and Business Operations (Details) [Line Items] | |||||
Public shares redeem percentage | 100.00% | 100.00% | 100.00% | ||
Public share price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||
Interest expenses | $ 100,000 | ||||
Public per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80 | ||||
Equity method investment ownership percentage | 50.00% | ||||
Minimum net worth to consummate business combination | $ 5,000,001 | ||||
Working capital deficit | $ 113,634 | ||||
Private Placement Warrant [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering units (in Shares) | shares | 8,000,000 | ||||
Price per share (in Dollars per share) | $ / shares | $ 1 | ||||
IPO [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering units (in Shares) | shares | 30,000,000 | 34,500,000 | 8,900,000 | ||
Price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 1 | ||
Gross proceeds | $ 345,000,000 | ||||
Gross proceeds | $ 8,900,000 | ||||
Transaction costs | 19,540,060 | ||||
Underwriting commission | 6,900,000 | ||||
Deferred underwriting commission | 12,075,000 | ||||
Other offering cost | $ 565,060 | ||||
Net offering proceeds | $ 345,000,000 | ||||
Price per warrant (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||
Over-Allotment Option [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering units (in Shares) | shares | 4,500,000 | 34,500,000 | |||
Over-Allotment Option [Member] | Private Placement Warrant [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering units (in Shares) | shares | 8,900,000 | ||||
Class A Ordinary Shares [Member] | |||||
Organization and Business Operations (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ / shares | $ 11.50 | ||||
Warrants exercise per share | $ / shares | $ 11.50 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Condensed Financial Information Disclosure [Abstract] | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 5,000,000 |
Minimum Tangible Assets For Business Combination | 5,000,001 |
Shares Subject To Mandatory Non Redemption Settlement Terms Maximum Amount | $ 5,000,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary Of Error Corrections And Prior Period Adjustments (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 26, 2021 | |
Shares subject to possible redemption | $ 345,024,019 | $ 345,024,019 | ||||||
Common Stock, Value, Issued | 0 | 0 | ||||||
Additional Paid in Capital | $ 24,137 | 0 | 0 | |||||
Retained Earnings (Accumulated Deficit) | $ (7,948) | $ (35,225,029) | $ (35,225,029) | |||||
Income Statement [Abstract] | ||||||||
Weighted average shares outstanding, Class A ordinary shares | 7,500,000 | [1] | 34,500,000 | 27,296,703 | ||||
Basic and diluted net income per share, Redeemable Class A ordinary shares | $ 0 | $ (0.14) | $ (0.04) | |||||
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares | 8,625,000 | 8,390,110 | ||||||
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares | $ (0.14) | $ (0.04) | ||||||
Common Class A [Member] | ||||||||
Common stock, shares outstanding | 0 | 0 | 0 | |||||
Income Statement [Abstract] | ||||||||
Weighted average shares outstanding, Class A ordinary shares | 27,296,703 | 34,500,000 | ||||||
Basic and diluted net income per share, Redeemable Class A ordinary shares | $ (0.04) | $ (0.14) | ||||||
Common Class B [Member] | ||||||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | |||||
Income Statement [Abstract] | ||||||||
Weighted average shares outstanding, Class A ordinary shares | 8,390,110 | 8,625,000 | ||||||
Basic and diluted net income per share, Redeemable Class A ordinary shares | $ (0.04) | $ (0.14) | ||||||
As Previously Reported [Member] | ||||||||
Shares subject to possible redemption | $ 310,663,596 | $ 310,663,596 | ||||||
Additional Paid in Capital | 662,630 | $ 9,908,218 | 662,630 | $ 8,956,314 | ||||
Retained Earnings (Accumulated Deficit) | 4,336,166 | (4,909,508) | 4,336,166 | (3,957,602) | ||||
Total shareholders' equity | $ 5,000,003 | $ 5,000,009 | $ 5,000,003 | $ 5,000,001 | ||||
Shares subject to possible redemption | 31,066,360 | 30,141,792 | 31,066,360 | 30,236,983 | ||||
Income Statement [Abstract] | ||||||||
Weighted average shares outstanding, Class A ordinary shares | 30,151,952 | 30,234,183 | 30,175,080 | |||||
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares | 12,973,048 | 9,536,531 | 11,263,757 | |||||
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares | $ 0.71 | $ (0.51) | $ 0.41 | |||||
As Previously Reported [Member] | Common Class A [Member] | ||||||||
Shares subject to possible redemption | $ 301,417,916 | $ 302,369,830 | ||||||
Common stock, shares outstanding | 3,433,640 | 4,358,208 | 3,433,640 | |||||
Common Stock, Value, Issued | $ 344 | $ 436 | $ 344 | 426 | ||||
As Previously Reported [Member] | Common Class B [Member] | ||||||||
Common Stock, Value, Issued | 863 | 863 | 863 | 863 | ||||
Restatement Adjustment [Member] | ||||||||
Shares subject to possible redemption | 34,355,983 | 34,355,983 | ||||||
Additional Paid in Capital | (662,630) | (9,908,218) | (662,630) | (8,956,314) | ||||
Retained Earnings (Accumulated Deficit) | (33,693,009) | (33,680,583) | (33,693,009) | (33,673,430) | ||||
Total shareholders' equity | $ (34,355,983) | $ (43,589,237) | $ (34,355,983) | $ (42,630,170) | ||||
Shares subject to possible redemption | 3,433,640 | 4,358,208 | 3,433,640 | 4,263,017 | ||||
Income Statement [Abstract] | ||||||||
Weighted average shares outstanding, Class A ordinary shares | 4,348,048 | (17,584,183) | (6,539,721) | |||||
Basic and diluted net income per share, Redeemable Class A ordinary shares | $ 0.21 | $ (0.24) | $ 0.14 | |||||
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares | (4,348,048) | (1,624,031) | (2,993,039) | |||||
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares | $ (0.50) | $ 0.27 | $ (0.27) | |||||
Restatement Adjustment [Member] | Common Class A [Member] | ||||||||
Shares subject to possible redemption | $ 43,589,237 | $ 42,630,170 | ||||||
Common stock, shares outstanding | (3,433,640) | (4,358,208) | (3,433,640) | |||||
Common Stock, Value, Issued | $ (344) | $ (436) | $ (344) | (426) | ||||
Restatement Adjustment [Member] | Common Class B [Member] | ||||||||
Common Stock, Value, Issued | 0 | |||||||
As Restated [Member] | ||||||||
Shares subject to possible redemption | 345,019,579 | 345,019,579 | ||||||
Additional Paid in Capital | 0 | |||||||
Retained Earnings (Accumulated Deficit) | (29,356,843) | (38,590,091) | (29,356,843) | (37,631,032) | ||||
Total shareholders' equity | $ (29,355,980) | $ (38,589,228) | $ (29,355,980) | $ (37,630,169) | ||||
Shares subject to possible redemption | 34,500,000 | 34,500,000 | 34,500,000 | 34,500,000 | ||||
Income Statement [Abstract] | ||||||||
Weighted average shares outstanding, Class A ordinary shares | 34,500,000 | 12,650,000 | 23,635,359 | |||||
Basic and diluted net income per share, Redeemable Class A ordinary shares | $ 0.21 | $ (0.24) | $ 0.14 | |||||
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares | 8,625,000 | 7,912,500 | 8,270,718 | |||||
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares | $ 0.21 | $ (0.24) | $ 0.14 | |||||
As Restated [Member] | Common Class A [Member] | ||||||||
Shares subject to possible redemption | $ 345,007,153 | $ 345,000,000 | ||||||
Common Stock, Value, Issued | 0 | |||||||
As Restated [Member] | Common Class B [Member] | ||||||||
Common Stock, Value, Issued | $ 863 | $ 863 | $ 863 | $ 863 | ||||
[1] | This number excludes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by underwriters (see Note 5). On February 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders hold 8,625,000 shares of the Company’s Class B ordinary shares. All shares and associated amounts have been retroactively restated. (See Note 8.) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2021 | Feb. 23, 2021 |
Significant Accounting Policies (Details) [Line Items] | ||
Exercisable to purchase shares | 20,400,000 | |
Federal depository insurance coverage | $ 250,000 | |
Private Placement Warrant [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Exercisable to purchase shares | 8,900,000 | |
IPO [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Exercisable to purchase shares | 11,500,000 | |
Common Class B [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to forfeiture shares | 1,125,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share - USD ($) | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||
Net income | $ (7,948) | $ (5,863,746) | $ (1,519,632) | |
Weighted average shares outstanding, basic and diluted (in Shares) | 7,500,000 | [1] | 34,500,000 | 27,296,703 |
Basic and diluted net income per ordinary share (in Dollars per share) | $ 0 | $ (0.14) | $ (0.04) | |
Common Class A [Member] | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||
Net income | $ (1,519,632) | $ (5,863,746) | ||
Less: Income attributable to ordinary share subject to possible redemption | (357,271) | (1,172,749) | ||
Non-Redeemable net income | $ (1,162,361) | $ (4,690,997) | ||
Weighted average shares outstanding, basic and diluted (in Shares) | 27,296,703 | 34,500,000 | ||
Basic and diluted net income per ordinary share (in Dollars per share) | $ (0.04) | $ (0.14) | ||
Common Class B [Member] | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||
Net income | $ (1,519,632) | $ (5,863,746) | ||
Less: Income attributable to ordinary share subject to possible redemption | (1,162,361) | (4,690,997) | ||
Non-Redeemable net income | $ (357,271) | $ (1,172,749) | ||
Weighted average shares outstanding, basic and diluted (in Shares) | 8,390,110 | 8,625,000 | ||
Basic and diluted net income per ordinary share (in Dollars per share) | $ (0.04) | $ (0.14) | ||
[1] | This number excludes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by underwriters (see Note 5). On February 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders hold 8,625,000 shares of the Company’s Class B ordinary shares. All shares and associated amounts have been retroactively restated. (See Note 8.) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Feb. 26, 2021 | Dec. 31, 2020 | Feb. 23, 2021 | Sep. 30, 2021 |
Initial Public Offering (Details) [Line Items] | ||||
Price per share | $ 9.565 | $ 9.85 | ||
Business combination description | 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 Sponsors or their affiliate, without taking into account any founder shares held by the Sponsors or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. | 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 its 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 ofthe initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. | ||
Redemption warrants, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may 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 (the “30-day redemption period”; and • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private 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 (the “30-day redemption period”) to each warrant holder; and • if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants. | ||
Period within which business combination shall be consummated from the consummation of initial public offer | 12 months | |||
Expiration of proposed public offering | 5 years | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Purchase price units | 34,500,000 | |||
Price per unit | $ 10 | |||
Number of shares purchased | 30,000,000 | 34,500,000 | 8,900,000 | |
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 1 | |
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of shares purchased | 4,500,000 | 34,500,000 | ||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Price per share | $ 11.50 | $ 11.50 | ||
Price per share (in Dollars per share) | $ 11.50 | |||
Warrants exercise per share | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Feb. 26, 2021 | Dec. 31, 2020 | Feb. 23, 2021 | Sep. 30, 2021 |
Private Placement Warrant [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Price per share | $ 1 | |||
Aggregate purchase price | $ 8,000,000 | |||
Number of shares purchased | 8,000,000 | |||
IPO [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Private placement warrants | 8,900,000 | |||
Price per share | $ 10 | $ 10 | $ 1 | |
Number of shares purchased | 30,000,000 | 34,500,000 | 8,900,000 | |
Private Placement [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Price per share | $ 1 | |||
Aggregate purchase price | $ 8,900,000 | |||
Over-Allotment Option [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Number of shares purchased | 4,500,000 | 34,500,000 | ||
Over-Allotment Option [Member] | Private Placement Warrant [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Aggregate purchase price | $ 8,900,000 | |||
Number of shares purchased | 8,900,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2020 | Feb. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Feb. 26, 2021 |
Related Party Transactions (Details) [Line Items] | |||||
Sponsor paid | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.003 | ||||
Business combination, description | The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. | The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||
Working capital loan | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||
Warrant price per share (in Dollars per share) | $ 1 | $ 1 | |||
Office space monthly rent | $ 10,000 | ||||
Service fee expense | $ 10,000 | $ 30,000 | $ 80,000 | ||
Percentage Of Common Stock Shares Outstanding Owned By The Initial Shareholders | 20.00% | ||||
Sponsor [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Debt instrument face value | $ 250,000 | ||||
IPO [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Sponsor loan expenses | $ 250,000 | ||||
Borrowings amount | $ 144,890 | ||||
Value of repaid | $ 144,890 | ||||
Class B Ordinary Share [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Consideration for ordinary shares (in Shares) | 7,187,500 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares issued (in Shares) | 8,625,000 | 8,625,000 | |||
Class B Ordinary Share [Member] | Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Founder Shares (in Shares) | 1,125,000 | 1,125,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Feb. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting discount percent | 2.00% | (2.00%) | |
Gross proceeds | $ 6,900,000 | $ 12,075,000 | |
Deferred underwriting discount percent | 3.50% | 3.50% | |
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Estimated proceeds from the issuance of common stock | $ 6,000,000 | ||
Initial Public Offer Including Overallotment [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Estimated proceeds from the issuance of common stock | $ 6,900,000 | ||
Underwriting Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting agreement, description | the underwriters a 45-day option from the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | Dec. 31, 2020 | Sep. 30, 2021 | Feb. 26, 2021 | Feb. 23, 2021 |
Shareholders' Equity (Details) [Line Items] | ||||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | ||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Issued and outstanding shares of public offering, percentage | 20.00% | 20.00% | ||
Percentage of common stock shares outstanding owned by the initial shareholders | 20.00% | |||
Price per share | $ 9.85 | $ 9.565 | ||
Business combination description | 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 Sponsors or their affiliate, without taking into account any founder shares held by the Sponsors or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. | 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 its 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 ofthe initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. | ||
Redemption warrants, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may 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 (the “30-day redemption period”; and • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private 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 (the “30-day redemption period”) to each warrant holder; and • if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants. | ||
Class A Ordinary Shares [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 0 | 0 | ||
Subject to possible redemption shares | 0 | 34,500,000 | ||
Common stock, shares outstanding | 0 | 0 | ||
Price per share | $ 11.50 | $ 11.50 | ||
Class B Ordinary Shares [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 8,625,000 | 8,625,000 | ||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | ||
Consideration for ordinary shares (in Shares) | 7,187,500 | |||
Class B Ordinary Shares [Member] | Recapitalization [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, shares outstanding | 8,625,000 | |||
Common stock shares subject to forfeiture | 1,125,000 | |||
Percentage of common stock shares outstanding owned by the initial shareholders | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of the Company's Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Assets: | |
U.S. Money Market held in Trust Account | $ 345,024,019 |
Liabilities: | |
Warrants Liability | 24,063,287 |
Public Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | 12,190,000 |
Private Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | 11,873,287 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Assets: | |
U.S. Money Market held in Trust Account | 345,024,019 |
Liabilities: | |
Warrants Liability | 12,190,000 |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | 12,190,000 |
Quoted Prices In Active Markets (Level 1) [Member] | Private Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
U.S. Money Market held in Trust Account | |
Liabilities: | |
Warrants Liability | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | |
Significant Other Observable Inputs (Level 2) [Member] | Private Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
U.S. Money Market held in Trust Account | |
Liabilities: | |
Warrants Liability | 11,873,287 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants Liability [Member] | |
Liabilities: | |
Warrants Liability | $ 11,873,287 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Changes Level 3 Fair Value Liabilities - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Schedule of changes Level 3 fair value liabilities [Abstract] | ||
Fair Value at January 1, 2021 | $ 8,810,131 | |
Initial fair value of public and private warrants | 27,004,700 | |
Change in fair value of public and private warrants | 3,063,156 | (8,570,219) |
Transfer of public warrants to Level 1 | (9,624,350) | |
Fair Value at June 30, 2021 | $ 11,873,287 | $ 8,810,131 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Key Inputs into the Monte Carlo Simulation - $ / shares | Feb. 26, 2021 | Sep. 30, 2021 |
Schedule of key inputs into the Monte Carlo simulation [Abstract] | ||
Risk-free interest rate | 0.98% | 1.09% |
Expected term remaining (years) | 6 years 1 month 17 days | 5 years 7 months 20 days |
Expected volatility | 24.20% | 19.90% |
Stock price | $ 9.565 | $ 9.85 |
Subsequent Events (Details)
Subsequent Events (Details) - Class B Ordinary shares [Member] - shares | Sep. 30, 2021 | Feb. 23, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Ordinary shares, outstanding | 8,625,000 | 8,625,000 | |
Recapitalization [Member] | |||
Subsequent Event [Line Items] | |||
Ordinary shares, outstanding | 8,625,000 | ||
Common stock shares subject to forfeiture | 1,125,000 |