Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 17, 2021 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-40279 | |
Entity Registrant Name | DISRUPTIVE ACQUISITION CORPORATION I | |
Entity Central Index Key | 0001838831 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 1925 Century Park East, Suite 1700 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90067 | |
City Area Code | 424 | |
Local Phone Number | 205-6858 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | DISA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,500,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each one whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | DISAW | |
Security Exchange Name | NASDAQ | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | DISAU | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,875,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 522,632 | $ 0 |
Prepaid expenses | 422,732 | 0 |
Deferred offering costs associated with Initial Public Offering | 0 | 64,655 |
Total current assets | 945,364 | 64,655 |
Prepaid expenses - non-current | 295,089 | 0 |
Cash Held in Trust account | 275,008,663 | 0 |
Total assets | 276,249,116 | 64,655 |
Current liabilities: | ||
Accounts payable and accrued expenses | 134,529 | 52,500 |
Total current liabilities | 134,529 | 52,500 |
Warrant Liabilities | 13,610,225 | 0 |
Deferred underwriters' discount | 9,625,000 | 0 |
Total liabilities | 23,369,754 | 52,500 |
Ordinary shares subject to possible redemption, 24,787,936 shares at redemption value | 247,879,361 | 0 |
Shareholders' equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding | 0 | 0 |
Additional paid-in capital | 760,301 | 24,281 |
Retained earnings (Accumulated deficit) | 4,238,741 | (12,845) |
Total shareholders' equity | 5,000,001 | 12,155 |
Total liabilities and shareholders' equity | 276,249,116 | 64,655 |
Class A Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary Shares | 271 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary Shares | $ 688 | $ 719 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities and Shareholders' Equity | ||
Ordinary shares subject to possible redemption (in shares) | 24,787,936 | |
Shareholders' equity: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | |
Preference shares, shares authorized (in shares) | 1,000,000 | |
Preference shares, shares issued (in shares) | 0 | |
Preference shares, shares outstanding (in shares) | 0 | |
Class A Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 2,712,064 | 0 |
Ordinary shares, shares outstanding (in shares) | 2,712,064 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 6,875,000 | 7,187,500 |
Ordinary shares, shares outstanding (in shares) | 6,875,000 | 7,187,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Loss from Operations | ||
Formation and operating costs | $ 292,918 | $ 318,360 |
Loss from operations | (292,918) | (318,360) |
Other income (expense): | ||
Dividend earned on Trust account | 8,663 | 8,663 |
Change in fair value of warrant liabilities | 4,914,170 | 5,195,650 |
Offering expenses related to warrant issuance | 0 | (634,367) |
Total other income (expense) | 4,922,833 | 4,569,946 |
Net income | $ 4,629,915 | $ 4,251,586 |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic (in shares) | 23,662,462 | 23,562,416 |
Net income (loss) per share, basic (in dollars per share) | $ 0 | $ 0 |
Weighted average shares outstanding, diluted (in shares) | 23,662,462 | 23,562,416 |
Net income (loss) per share, diluted (in dollars per share) | $ 0 | $ 0 |
Non-redeemable Ordinary Shares [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic (in shares) | 10,090,972 | 8,745,211 |
Net income (loss) per share, basic (in dollars per share) | $ 0.46 | $ 0.49 |
Weighted average shares outstanding, diluted (in shares) | 10,090,972 | 8,745,211 |
Net income (loss) per share, diluted (in dollars per share) | $ 0.46 | $ 0.49 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary Shares [Member]Class A Ordinary Shares [Member] | Ordinary Shares [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Class A Ordinary Shares [Member] |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 719 | $ 24,281 | $ (12,845) | $ 12,155 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of Units in Initial Public Offering | $ 2,500 | 249,997,500 | 0 | 250,000,000 | ||
Sale of Units in Initial Public Offering (in shares) | 25,000,000 | |||||
Private placement warrants | $ 0 | $ 0 | 7,000,000 | 0 | 7,000,000 | |
Underwriters' discount | 0 | 0 | (5,000,000) | 0 | (5,000,000) | |
Deferred underwriting discount | 0 | 0 | (8,750,000) | 0 | (8,750,000) | |
Initial value of public warrant liabilities | 0 | 0 | (11,061,035) | 0 | (11,061,035) | |
Initial value of private warrant liabilities | 0 | 0 | (6,203,050) | 0 | (6,203,050) | |
Allocation of offering cost to warrant liability | 0 | 0 | 634,367 | 0 | 634,367 | |
Other offering costs | 0 | 0 | (587,871) | 0 | (587,871) | |
Initial maximum number of redeemable shares | $ (2,204) | $ 0 | (220,405,286) | 0 | (220,407,490) | |
Initial maximum number of redeemable shares (in shares) | (22,040,749) | 0 | ||||
Change in maximum number of redeemable shares | $ (3) | $ 0 | (258,737) | 0 | (258,740) | |
Change in maximum number of redeemable shares (in shares) | (25,874) | 0 | ||||
Net income | $ 0 | $ 0 | 0 | (378,329) | (378,329) | |
Ending balance at Mar. 31, 2021 | $ 293 | $ 719 | 5,390,169 | (391,174) | 5,000,007 | |
Ending balance (in shares) at Mar. 31, 2021 | 2,933,377 | 7,187,500 | ||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 719 | 24,281 | (12,845) | 12,155 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of Units in Initial Public Offering (in shares) | 6,875,000 | |||||
Net income | 4,251,586 | |||||
Ending balance at Jun. 30, 2021 | $ 271 | $ 688 | 760,301 | 4,238,741 | 5,000,001 | |
Ending balance (in shares) at Jun. 30, 2021 | 2,712,064 | 6,875,000 | ||||
Beginning balance at Mar. 31, 2021 | $ 293 | $ 719 | 5,390,169 | (391,174) | 5,000,007 | |
Beginning balance (in shares) at Mar. 31, 2021 | 2,933,377 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of Option Units to underwriters | $ 250 | $ 0 | 24,999,750 | 0 | 25,000,000 | |
Sale of Option Units to underwriters (in shares) | 2,500,000 | |||||
Forfeiture of Founder Shares pursuant to Over-allotment | $ 0 | $ (31) | 31 | 0 | 0 | |
Forfeiture of Founder Shares pursuant to Over-allotment (in shares) | (312,500) | |||||
Deferred underwriting discount | 0 | $ 0 | (875,000) | 0 | (875,000) | |
Initial value of Over-allotment Public warrant liabilities | 0 | 0 | (1,100,488) | 0 | (1,100,488) | |
Initial value of Over-allotment Private warrant liabilities | 0 | 0 | (441,302) | 0 | (441,302) | |
Change in maximum number of redeemable shares | $ (272) | $ 0 | (27,212,859) | 0 | (27,213,131) | |
Change in maximum number of redeemable shares (in shares) | (2,721,313) | 0 | ||||
Net income | $ 0 | $ 0 | 0 | 4,629,915 | 4,629,915 | |
Ending balance at Jun. 30, 2021 | $ 271 | $ 688 | $ 760,301 | $ 4,238,741 | $ 5,000,001 | |
Ending balance (in shares) at Jun. 30, 2021 | 2,712,064 | 6,875,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 4,251,586 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Dividend earned on Trust account | (8,663) |
Change in fair value of warrant liability | (5,195,650) |
Offering costs allocated to warrants | 634,367 |
Changes in current assets and current liabilities: | |
Prepaid assets | (717,821) |
Accounts payable | 134,529 |
Net cash used in operating activities | (901,652) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (275,000,000) |
Net cash used in investing activities | (275,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters' discount | 245,000,000 |
Proceeds from sale of Option Units to underwriters | 25,000,000 |
Proceeds from issuance of Private Placement Warrants | 7,000,000 |
Payments of offering costs | (575,716) |
Net cash provided by financing activities | 276,424,284 |
Net Change in Cash | 522,632 |
Cash - Beginning | 0 |
Cash - Ending | 522,632 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial value of Class A Ordinary Shares subject to possible redemption | 220,407,490 |
Change in value of Class A Ordinary Shares subject to possible redemption | 27,471,871 |
Initial value of warrant liabilities | 18,805,875 |
Deferred underwriters' discount payable charged to additional paid-in capital | $ 9,625,000 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Disruptive Acquisition Corporation I (the “ Company Business Combination As of June 30, 2021, the Company had not yet commenced any operations. All activity for the six months ended June 30, 2021, relates to the Company’s formation and its initial public offering (the “ Initial Public Offering Initial Public Offering Financing The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2021 (the “ Effective Date Initial Public Offering Units ach Unit consists of one Class A ordinary share of the Company, par value $ 0.0001 Class A Ordinary Shares ”), and one-third Public Warrants ”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000. Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale (the “ Private Placement Private Placement Warrants Sponsor In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “ Over-Allotment Option Option Units A total of $275,000,000, composed of $245,000,000 of the net proceeds from the Initial Public Offering, including $8,750,000 of the underwriters’ deferred discount, $5,000,000 of the proceeds of the sale of the Private Placement Warrants, and $25,000,000 of the proceeds of the sale of the Option Units was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of March 26, 2021 reflecting receipt of the proceeds upon consummation of the Initial Public Offering and the Private Placement has been issued by the Company. Trust Account Following the closing of the Initial Public Offering March 26 Initial Public Offering Trust Account Investment Company Act of 1940, as amended (the “ Investment Company Act ”), Initial Public Offering Private Placement Warrants Initial Public Offering Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable ) 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. There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Initial Public Offering Initial Public Offering, Initial Public Offering Combination Period 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) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering FASB ASC The Company will have 24 months from the closing of the Initial Public Offering ten The Sponsor, officers and directors have agreed, pursuant to a letter agreement with the Company, to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (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 if the Company fails to complete the initial Business Combination within the Combination Period and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than Marcum LLP) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering Securities Act Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $522,632 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the Initial Public Offering The Company anticipates that the $522,632 outside of the Trust Account as of June 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. 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”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Furni
Restatement of Previously Furnished Financial Statements | 6 Months Ended |
Jun. 30, 2021 | |
Restatement of Previously Furnished Financial Statements [Abstract] | |
Restatement of Previously Furnished Financial Statements | Note 2 – Restatement of Previously Furnished Financial Statements On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the Initial Public Offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for the Public Warrants and the Private Placement Warrants (collectively, the “ Warrants Derivatives and Hedging—Contracts in Entity’s Own Equity After consultation with the Company’s independent registered public accounting firm, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of March 26, 2021, as previously reported in its Form 8-K (the “ Restatement ”). The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following summarizes the effect of the Restatement on each financial statement line item as of the date of the Company’s consummation of its Initial Public Offering As of March 26, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 17,264,085 $ 17,264,085 Total Liabilities 10,028,518 17,264,085 27,292,603 Shares Subject to Redemption 237,671,570 (17,264,080 ) 220,407,490 Class A Ordinary Shares 123 173 296 Class B Ordinary Shares 719 — 719 Additional Paid in Capital 5,014,717 634,189 5,648,906 (Accumulated Deficit) (15,549 ) (634,367 ) (649,916 ) Total Shareholders’ Equity $ 5,000,010 $ (5 ) $ 5,000,005 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering dated as of March 23, 2021, Prospectus 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make 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. 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. Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $275,008,663 held in marketable securities. During the six months ended June 30, 2021, the Company did not withdraw any of dividend income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 24,787,936 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A Ordinary Shares outstanding since original issuance. Net income per ordinary shares, basic and diluted for Class B Ordinary Shares is calculated by dividing the net income, adjusted for income attributable to Class A Ordinary Shares, by the weighted average number of Class B Ordinary Shares outstanding for the period. Class B Ordinary Shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. 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 income per share is the same as basic income per share for the period presented. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Initial Public Offering Initial Public Offering Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,166,667 ordinary share warrants issued in connection with the Initial Public Offering Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ ASC 740 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards 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. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering one-third In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. On May 5, 2021, the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000. The aggregate number of Units outstanding as a result of the Initial Public Offering and the partial exercise of the Over-Allotment Option is 27,500,000 and the aggregate gross proceeds are $275,000,000. |
Private Placement Warrants
Private Placement Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 5 — Private Placement Warrants Simultaneously with the closing of the Initial Public Offering Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant. Thie aggregate number of Private Placement Warrants outstanding as a result of the Initial Public Offering and over-allotment is 5,000,000 and the aggregate proceeds are $7,500,000. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their 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 Initial Public Offering Initial Public Offering |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On December 30, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B Ordinary Shares, par value $0.0001 (the “ Founder Shares On May 5, 2021, the underwriters partially exercised the Over-Allotment Option, which left 625,000 Founder Shares no longer subject to forfeiture and resulted in aggregate of 6,875,000 Founder Shares outstanding. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “ Lock-Up Promissory Note — Related Party On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering Initial Public Offering Initial Public Offering Administrative Support Agreement Commencing on the date of the Prospectus, the Company will pay the Sponsor $15,000 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. 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 (the “ Working Capital Loans |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments & Contingencies [Abstract] | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the 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 the Company’s securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement and including the underwriters’ exercise of 2,500,000 units of their Over-Allotment Option and $1,500,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 15,166,667 Class A Ordinary Shares and 6,000,000 warrants. The number of Class A Ordinary Shares includes (i) 6,875,000 Class A Ordinary Shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Class A Ordinary Shares underlying the Private Placement Warrants and (iii) 1,000,000 Class A Ordinary Shares underlying the Private Placement Warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of the Prospectus to purchase up to additional 3,750,000 Units to cover over-allotments, if any. On May 5, 2021, the underwriters partially exercised the Over-Allotment Option to purchase an additional 2,500,000 units and forfeited the remainder. The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or $5,500,000. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering and the partial exercise of the Over-Allotment Option upon the completion of the Company’s initial Business Combination, or an aggregate of $9,625,000. |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Jun. 30, 2021 | |
Shareholder's Equity [Abstract] | |
Shareholder's Equity | Note 8 — Shareholder’s Equity Preference shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At June 30, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $0.0001 each. At June 30 Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B Ordinary Shares at par value of $0.0001 each. At June 30 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 Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants [Abstract] | |
Warrants | Note 9 — Warrants No warrants are currently outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “ Newly Issued Price Market Value The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of its 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 sixtieth th 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.10 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); • if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”); and • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above. If the Company calls the Warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise his, her or its Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of Class A Ordinary Shares issuable upon the exercise of the Company’s warrants. If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Company’s Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices In Active Significant Other Observable Significant Other Unobservable 2021 (Level 1) (Level 2) (Level 3) Description Assets: Cash held in Trust Account $ 275,008,663 $ 275,008,663 $ — $ — Liabilities: Warrant liabilities 13,610,225 — — 13,610,225 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the six months ended June 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: June 30, 2021 March 26, 2021 (Initial Share price $ 9.70 $ 9.56 Strike price $ 11.50 $ 11.50 Term (in years) 5.88 6.04 Volatility 19.7 % 24.4 % Risk-free rate 1.02 % 1.09 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Redeemable (over-allotment) Private Placement (over-allotment) Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — $ — $ — Fair value as of March 26, 2021 - Initial measurement 11,061,035 6,203,050 1,100,488 441,302 18,805,875 Change in valuation inputs or other assumptions (3,061,035 ) (1,713,508 ) (300,486 ) (120,621 ) (5,195,650 ) Fair value as of June 30, 2021 $ 8,000,000 $ 4,489,542 $ 800,002 $ 320,681 $ 13,610,225 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | 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 SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering dated as of March 23, 2021, Prospectus |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $275,008,663 held in marketable securities. During the six months ended June 30, 2021, the Company did not withdraw any of dividend income from the Trust Account to pay its tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 24,787,936 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net Loss per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A Ordinary Shares outstanding since original issuance. Net income per ordinary shares, basic and diluted for Class B Ordinary Shares is calculated by dividing the net income, adjusted for income attributable to Class A Ordinary Shares, by the weighted average number of Class B Ordinary Shares outstanding for the period. Class B Ordinary Shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. 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 income per share is the same as basic income per share for the period presented. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Initial Public Offering Initial Public Offering |
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative Warrant Liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,166,667 ordinary share warrants issued in connection with the Initial Public Offering |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ ASC 740 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards 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. |
Restatement of Previously Fur_2
Restatement of Previously Furnished Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restatement of Previously Furnished Financial Statements [Abstract] | |
Effect of Restatement on Financial Statement | The following summarizes the effect of the Restatement on each financial statement line item as of the date of the Company’s consummation of its Initial Public Offering As of March 26, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 17,264,085 $ 17,264,085 Total Liabilities 10,028,518 17,264,085 27,292,603 Shares Subject to Redemption 237,671,570 (17,264,080 ) 220,407,490 Class A Ordinary Shares 123 173 296 Class B Ordinary Shares 719 — 719 Additional Paid in Capital 5,014,717 634,189 5,648,906 (Accumulated Deficit) (15,549 ) (634,367 ) (649,916 ) Total Shareholders’ Equity $ 5,000,010 $ (5 ) $ 5,000,005 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices In Active Significant Other Observable Significant Other Unobservable 2021 (Level 1) (Level 2) (Level 3) Description Assets: Cash held in Trust Account $ 275,008,663 $ 275,008,663 $ — $ — Liabilities: Warrant liabilities 13,610,225 — — 13,610,225 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements: June 30, 2021 March 26, 2021 (Initial Share price $ 9.70 $ 9.56 Strike price $ 11.50 $ 11.50 Term (in years) 5.88 6.04 Volatility 19.7 % 24.4 % Risk-free rate 1.02 % 1.09 % Dividend yield 0.0 % 0.0 % |
Change in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Redeemable (over-allotment) Private Placement (over-allotment) Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — $ — $ — Fair value as of March 26, 2021 - Initial measurement 11,061,035 6,203,050 1,100,488 441,302 18,805,875 Change in valuation inputs or other assumptions (3,061,035 ) (1,713,508 ) (300,486 ) (120,621 ) (5,195,650 ) Fair value as of June 30, 2021 $ 8,000,000 $ 4,489,542 $ 800,002 $ 320,681 $ 13,610,225 |
Organization and Business Ope_2
Organization and Business Operations (Details) | May 06, 2021USD ($) | May 05, 2021USD ($)$ / sharesshares | Mar. 26, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)Business$ / sharesshares | Mar. 03, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares |
Organization and Business Operations [Abstract] | ||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |||||
Gross proceeds from equity issuance, initial public offering | $ | $ 275,000,000 | $ 250,000,000 | ||||
Net proceeds from initial public offering | $ | $ 245,000,000 | |||||
Warrants issued (in shares) | shares | 14,166,667 | |||||
Gross proceeds from private placement | $ | $ 7,000,000 | 7,000,000 | ||||
Net proceeds from Initial Public Offering and Private Placement deposited in trust account | $ | 275,000,000 | |||||
Deferred underwriters' discount | $ | $ 9,625,000 | $ 0 | ||||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | |||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |||||
Period to redeem shares at per-share price, payable in cash, equal to aggregate amount then on deposit in the Trust Account | 2 days | |||||
Net tangible asset threshold for redeeming Public Shares | $ | $ 5,000,001 | |||||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||||
Cash | $ | $ 522,632 | $ 0 | ||||
Minimum [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Number of operating businesses included in initial Business Combination | Business | 1 | |||||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | |||||
Post-transaction ownership percentage of the target business | 50.00% | |||||
Maximum [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Interest from Trust Account that can be held to pay dissolution expenses | $ | $ 100,000 | |||||
Sponsor [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Proceeds from sale of founder shares | $ | $ 25,000 | |||||
Public Warrants [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Number of securities included in each Unit (in shares) | shares | 0.33 | |||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |||||
Warrants issued (in shares) | shares | 8,333,333 | |||||
Private Placement Warrants [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 1.50 | $ 1.50 | ||||
Warrants issued (in shares) | shares | 333,333 | 4,666,667 | ||||
Class A Ordinary Shares [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Warrants issued (in shares) | shares | 6,000,000 | |||||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |||||
Warrants issued (in shares) | shares | 5,000,000 | |||||
Option Units [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Net proceeds from initial public offering | $ | 25,000,000 | |||||
Initial Public Offering [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Units issued (in shares) | shares | 25,000,000 | |||||
Number of securities included in each Unit (in shares) | shares | 1 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Gross proceeds from equity issuance, initial public offering | $ | $ 275,000,000 | |||||
Net proceeds from initial public offering | $ | 245,000,000 | |||||
Gross proceeds from private placement | $ | 5,000,000 | |||||
Net proceeds from Initial Public Offering and Private Placement deposited in trust account | $ | $ 250,000,000 | |||||
Redemption price (in dollars per share) | $ / shares | $ 10 | |||||
Deferred underwriters' discount | $ | $ 8,750,000 | |||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | |||||
Initial Public Offering [Member] | Public Warrants [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Number of securities included in each Unit (in shares) | shares | 0.33 | |||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Number of securities included in each Unit (in shares) | shares | 1 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||||
Initial Public Offering [Member] | Option Units [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Net proceeds from Initial Public Offering and Private Placement deposited in trust account | $ | $ 25,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Units issued (in shares) | shares | 2,500,000 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Gross proceeds from equity issuance, initial public offering | $ | $ 25,000,000 | $ 275,000,000 | ||||
Net proceeds from initial public offering | $ | $ 25,000,000 | |||||
Warrants issued (in shares) | shares | 1,166,667 | |||||
Over-Allotment Option [Member] | Maximum [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Additional Units that can be purchased to cover over-allotments (in shares) | shares | 3,750,000 | 3,750,000 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 1.50 | |||||
Warrants issued (in shares) | shares | 333,333 |
Restatement of Previously Fur_3
Restatement of Previously Furnished Financial Statements (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Dec. 31, 2020 |
Balance Sheet [Abstract] | ||||
Derivative warrant liabilities | $ 13,610,225 | $ 17,264,085 | $ 0 | |
Total liabilities | 23,369,754 | 27,292,603 | 52,500 | |
Shares Subject to Redemption | 247,879,361 | 220,407,490 | 0 | |
Additional Paid in Capital | 760,301 | 5,648,906 | 24,281 | |
(Accumulated Deficit) | 4,238,741 | (649,916) | (12,845) | |
Total Shareholders' Equity | 5,000,001 | $ 5,000,007 | 5,000,005 | 12,155 |
Class A Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | 271 | 296 | 0 | |
Class B Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | $ 688 | 719 | $ 719 | |
As Reported [Member] | ||||
Balance Sheet [Abstract] | ||||
Derivative warrant liabilities | 0 | |||
Total liabilities | 10,028,518 | |||
Shares Subject to Redemption | 237,671,570 | |||
Additional Paid in Capital | 5,014,717 | |||
(Accumulated Deficit) | (15,549) | |||
Total Shareholders' Equity | 5,000,010 | |||
As Reported [Member] | Class A Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | 123 | |||
As Reported [Member] | Class B Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | 719 | |||
Accounting for Warrants [Member] | Adjustment [Member] | ||||
Balance Sheet [Abstract] | ||||
Derivative warrant liabilities | 17,264,085 | |||
Total liabilities | 17,264,085 | |||
Shares Subject to Redemption | (17,264,080) | |||
Additional Paid in Capital | 634,189 | |||
(Accumulated Deficit) | (634,367) | |||
Total Shareholders' Equity | (5) | |||
Accounting for Warrants [Member] | Adjustment [Member] | Class A Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | 173 | |||
Accounting for Warrants [Member] | Adjustment [Member] | Class B Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | $ 0 |
Significant Accounting Polici_3
Significant Accounting Policies, Marketable Securities Held in Trust Account (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Marketable Securities Held in Trust Account [Abstract] | ||
Marketable securities held in trust account | $ 275,008,663 | $ 0 |
Dividend income withdrawn | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies, Ordinary Shares Subject to Possible Redemption (Details) | Jun. 30, 2021shares |
Ordinary Shares Subject to Possible Redemption [Abstract] | |
Ordinary shares subject to possible redemption (in shares) | 24,787,936 |
Significant Accounting Polici_5
Significant Accounting Policies, Offering Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Offering Costs [Abstract] | |||
Offering costs | $ 15,712,871 | $ 15,712,871 | |
Underwriting fee | 5,500,000 | 5,500,000 | |
Deferred underwriting fee | 9,625,000 | 9,625,000 | $ 0 |
Other offering costs | 587,871 | 587,871 | |
Transaction cost | $ 0 | $ 634,367 |
Significant Accounting Polici_6
Significant Accounting Policies, Derivative Warrant Liabilities (Details) - shares | May 05, 2021 | Mar. 26, 2021 | Jun. 30, 2021 |
Derivative Warrant Liabilities [Abstract] | |||
Warrants issued (in shares) | 14,166,667 | ||
Over-Allotment Option [Member] | |||
Derivative Warrant Liabilities [Abstract] | |||
Warrants issued (in shares) | 1,166,667 | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities [Abstract] | |||
Warrants issued (in shares) | 8,333,333 | ||
Private Warrants [Member] | |||
Derivative Warrant Liabilities [Abstract] | |||
Warrants issued (in shares) | 333,333 | 4,666,667 | |
Private Warrants [Member] | Over-Allotment Option [Member] | |||
Derivative Warrant Liabilities [Abstract] | |||
Warrants issued (in shares) | 333,333 |
Significant Accounting Polici_7
Significant Accounting Policies, Income Taxes (Details) | Jun. 30, 2021USD ($) |
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | May 06, 2021 | May 05, 2021 | Mar. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering [Abstract] | |||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||||
Gross Proceeds from Issuance, Initial Public Offering | $ 275,000,000 | $ 250,000,000 | |||
Public Warrants [Member] | |||||
Initial Public Offering [Abstract] | |||||
Number of securities included in each Unit (in shares) | 0.33 | ||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||
Class A Ordinary Shares [Member] | |||||
Initial Public Offering [Abstract] | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Initial Public Offering [Member] | |||||
Initial Public Offering [Abstract] | |||||
Units issued (in shares) | 25,000,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Number of securities included in each Unit (in shares) | 1 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||
Gross Proceeds from Issuance, Initial Public Offering | $ 275,000,000 | ||||
Initial Public Offering [Member] | Public Warrants [Member] | |||||
Initial Public Offering [Abstract] | |||||
Number of securities included in each Unit (in shares) | 0.33 | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||
Initial Public Offering [Abstract] | |||||
Number of securities included in each Unit (in shares) | 1 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||
Over-Allotment Option [Member] | |||||
Initial Public Offering [Abstract] | |||||
Units issued (in shares) | 2,500,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Gross Proceeds from Issuance, Initial Public Offering | $ 25,000,000 | $ 275,000,000 | |||
Units Outstanding (in shares) | 27,500,000 | ||||
Over-Allotment Option [Member] | Maximum [Member] | |||||
Initial Public Offering [Abstract] | |||||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,750,000 | 3,750,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | May 05, 2021 | Mar. 26, 2021 | Jun. 30, 2021 |
Private Placement [Abstract] | |||
Warrants issued (in shares) | 14,166,667 | ||
Number of ordinary share called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Warrants outstanding (in shares) | 0 | ||
Over-Allotment Option [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 1,166,667 | ||
Share price (in dollars per share) | $ 10 | ||
Class A Ordinary Shares [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 6,000,000 | ||
Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 333,333 | 4,666,667 | |
Share price (in dollars per share) | $ 1.50 | $ 1.50 | |
Proceeds from private placement of warrants | $ 7,000,000 | $ 7,500,000 | |
Warrants outstanding (in shares) | 5,000,000 | ||
Private Placement Warrants [Member] | Over-Allotment Option [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 333,333 | ||
Share price (in dollars per share) | $ 1.50 | ||
Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 5,000,000 | ||
Number of ordinary share called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | Dec. 30, 2020 | Jun. 30, 2021 | May 05, 2021 | Dec. 31, 2020 |
Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Shares outstanding (in shares) | 2,712,064 | 0 | ||
Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Shares outstanding (in shares) | 6,875,000 | 7,187,500 | ||
Sponsor [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Share price (in dollars per share) | $ 0.003 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 7,187,500 | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Threshold trading days | 20 days | |||
Threshold consecutive trading days | 30 days | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Threshold period after initial Business Combination | 150 days | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||
Number of shares no longer subject to forfeiture (in shares) | 625,000 | |||
Shares outstanding (in shares) | 6,875,000 | |||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Shares subject to forfeiture (in shares) | 937,500 |
Related Party Transactions, Pro
Related Party Transactions, Promissory Note - Related Party (Details) - Sponsor [Member] - USD ($) | Dec. 30, 2020 | Jun. 30, 2021 |
Related Party Loans [Abstract] | ||
Related party transaction amount | $ 300,000 | |
Promissory Note [Member] | ||
Related Party Loans [Abstract] | ||
Borrowings outstanding | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) - Sponsor [Member] - USD ($) | Mar. 26, 2021 | Dec. 30, 2020 |
Related Party Transactions [Abstract] | ||
Monthly related party fee | $ 300,000 | |
Administrative Support Agreement [Member] | ||
Related Party Transactions [Abstract] | ||
Monthly related party fee | $ 15,000 |
Related Party Transactions, Wor
Related Party Transactions, Working Capital Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
Related Party Transactions [Abstract] | |
Borrowings outstanding | $ 0 |
Maximum [Member] | |
Related Party Transactions [Abstract] | |
Amount of related party transaction | $ 1,500,000 |
Share price (in dollars per share) | $ / shares | $ 1.50 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | May 05, 2021shares | Mar. 26, 2021USD ($)shares | Jun. 30, 2021USD ($)Individualshares |
Registration Rights [Abstract] | |||
Warrants issued (in shares) | 14,166,667 | ||
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Cash underwriting discount percentage | 2.00% | ||
Underwriter deferred fee discount | 3.50% | ||
Private Placement Warrants [Member] | |||
Registration Rights [Abstract] | |||
Warrants issued (in shares) | 333,333 | 4,666,667 | |
Class A Ordinary Shares [Member] | |||
Registration Rights [Abstract] | |||
Warrants issued (in shares) | 6,000,000 | ||
Ordinary share, shares issued (in shares) | 6,875,000 | ||
Class A Ordinary Shares [Member] | Working Capital Loans [Member] | |||
Registration Rights [Abstract] | |||
Warrants issued (in shares) | 1,000,000 | ||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||
Registration Rights [Abstract] | |||
Warrants issued (in shares) | 5,000,000 | ||
Maximum [Member] | |||
Registration Rights [Abstract] | |||
Number of demands eligible security holder can make | Individual | 3 | ||
Initial Public Offering [Member] | |||
Registration Rights [Abstract] | |||
Units issued (in shares) | 25,000,000 | ||
Underwriting Agreement [Abstract] | |||
Underwriting discount | $ | $ 5,500,000 | ||
Over-Allotment Option [Member] | |||
Registration Rights [Abstract] | |||
Warrants issued (in shares) | 1,166,667 | ||
Units issued (in shares) | 2,500,000 | ||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||
Registration Rights [Abstract] | |||
Warrants issued (in shares) | 333,333 | ||
Over-Allotment Option [Member] | Maximum [Member] | |||
Underwriting Agreement [Abstract] | |||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,750,000 | 3,750,000 | |
Underwriting discount | $ | $ 9,625,000 | ||
Over-Allotment Option [Member] | Minimum [Member] | |||
Registration Rights [Abstract] | |||
Amount of related party transaction | $ | $ 1,500,000 | ||
Ordinary share, shares issued (in shares) | 15,166,667 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 6 Months Ended | |
Jun. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity [Abstract] | ||
Preference shares, shares authorized (in shares) | 1,000,000 | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Preference shares, shares issued (in shares) | 0 | |
Preference shares, shares outstanding (in shares) | 0 | |
Ordinary shares subject to possible redemption (in shares) | 24,787,936 | |
Number of votes per share | Vote | 1 | |
Stock conversion percentage threshold | 20.00% | |
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |
Class A Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 2,712,064 | 0 |
Ordinary shares, shares outstanding (in shares) | 2,712,064 | 0 |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 6,875,000 | 7,187,500 |
Ordinary shares, shares outstanding (in shares) | 6,875,000 | 7,187,500 |
Warrants (Details)
Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Mar. 26, 2021 | |
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 0 | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Trading day period to calculate volume weighted average trading price | 10 days | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Period to exercise warrants after business combination | 30 days | |
Expiration period of warrants | 5 years | |
Period to file registration statement after initial Business Combination | 15 days | |
Period for registration statement to become effective | 60 days | |
Trading day period to calculate volume weighted average trading price | 10 days | |
Redemption period. | 3 days | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 5,000,000 | |
Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold Consecutive Trading Days | 30 days | |
Redemption period. | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Redemption period. | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Percentage Multiplier | 115.00% | |
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Percentage Multiplier | 180.00% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Liabilities [Abstract] | |
Dividend rate | 0.00% |
Transfers to/from Fair Value Hierarchy Levels [Abstract] | |
Transfers from Level 1 to Level 2 | $ 0 |
Transfers from Level 2 to Level 1 | 0 |
Transfers into Level 3 | 0 |
Transfers out of Level 3 | 0 |
Recurring [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 275,008,663 |
Liabilities [Abstract] | |
Warrant liabilities | 13,610,225 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 275,008,663 |
Liabilities [Abstract] | |
Warrant liabilities | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrant liabilities | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrant liabilities | $ 13,610,225 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) | Jun. 30, 2021$ / shares | Mar. 26, 2021$ / shares |
Fair Value Measurements [Abstract] | ||
Term (in years) | 5 years | |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Term (in years) | 5 years 10 months 17 days | 6 years 14 days |
Warrants [Member] | Share Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.70 | 9.56 |
Warrants [Member] | Strike Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Warrants [Member] | Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.197 | 0.244 |
Warrants [Member] | Risk Free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0102 | 0.0109 |
Warrants [Member] | Dividend Yield [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | 0 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of Warrant Liabilities (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | $ 0 |
Change in valuation inputs or other assumptions | (5,195,650) |
Fair value | 13,610,225 |
Initial Public Offering [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Initial measurement on March 26, 2021 | 18,805,875 |
Public Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 0 |
Change in valuation inputs or other assumptions | (3,061,035) |
Fair value | 8,000,000 |
Public Warrants [Member] | Initial Public Offering [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Initial measurement on March 26, 2021 | 11,061,035 |
Private Placement Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 0 |
Change in valuation inputs or other assumptions | (1,713,508) |
Fair value | 4,489,542 |
Private Placement Warrants [Member] | Initial Public Offering [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Initial measurement on March 26, 2021 | 6,203,050 |
Redeemable (Over-Allotment) [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 0 |
Initial measurement on March 26, 2021 | 1,100,488 |
Change in valuation inputs or other assumptions | (300,486) |
Fair value | 800,002 |
Private Placement (Over-Allotment) [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 0 |
Initial measurement on March 26, 2021 | 441,302 |
Change in valuation inputs or other assumptions | (120,621) |
Fair value | $ 320,681 |