Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | FinTech Evolution Acquisition Group | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839569 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40137 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 27,410,158 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,852,539 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 978,138 | ||
Prepaid expenses | 548,350 | ||
Total Current Assets | 1,526,488 | ||
Deferred offering costs | 59,856 | ||
Marketable securities held in Trust Account | 274,130,507 | ||
TOTAL ASSETS | 275,656,995 | 59,856 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 32,396 | ||
Accrued offering costs | 35,900 | 5,000 | |
Promissory note – related party | 37,500 | ||
Total Current Liabilities | 68,296 | 42,500 | |
Deferred underwriting fee payable | 9,593,555 | ||
Warrant liability | 13,493,564 | ||
Total Liabilities | 23,155,415 | 42,500 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption 24,747,546 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively | 247,501,577 | ||
Shareholders’ Equity | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,662,612 and no shares issued and outstanding (excluding 24,747,546 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | 266 | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,852,539 and 6,900,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (1) | [1] | 685 | 690 |
Additional paid-in capital | 3,968,748 | 24,310 | |
Retained earnings (Accumulated deficit) | 1,030,304 | (7,644) | |
Total Shareholders’ Equity | 5,000,003 | 17,356 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 275,656,995 | $ 59,856 | |
[1] | On March 1, 2021, the Company effected a share dividend of 0.2 shares for each Class B ordinary share outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 10, 2021, 47,461 Founder Shares were forfeited and 852,539 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,852,539 Founder Shares outstanding at March 31, 2021. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A ordinary shares subject to possible redemption (in Dollars per share) | $ 24,747,546 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Ordinary Shares | ||
Class A ordinary shares subject to possible redemption (in Dollars per share) | $ 24,747,546 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 2,662,612 | |
Common stock, shares outstanding | 2,662,612 | |
Class b Ordinary Shares | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,852,539 | 6,900,000 |
Common stock, shares outstanding | 6,852,539 | 6,900,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Operating and formation costs | $ 88,134 | |
Loss from operations | (88,134) | |
Interest income - bank | 11 | |
Interest earned on marketable securities held in Trust Account | 8,015 | |
Change in fair value of warrant liability | 1,645,089 | |
Transaction costs incurred in connection with warrant liabilities | (547,945) | |
Unrealized gain on marketable securities held in Trust Account | 20,912 | |
Other income, net | 1,126,082 | |
Net income | $ 1,037,948 | |
Class A Ordinary Shares | ||
Basic and diluted weighted average shares outstanding (in Shares) | shares | 24,591,568 | |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0 | |
Non-Redeemable Ordinary Shares | ||
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0.14 | |
Non-Redeemable Ordinary Shares | Class A Ordinary Shares | ||
Basic and diluted weighted average shares outstanding (in Shares) | shares | 7,101,339 | [1] |
[1] | On March 1, 2021, the Company effected a share dividend of 0.2 shares for each Class B ordinary share outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 10, 2021, 47,461 Founder Shares were forfeited and 852,539 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,852,539 Founder Shares outstanding at March 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding. |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | [1] | Additional Paid in Capital | (Accumulated Deficit) Retained Earnings | Total |
Balance at Dec. 31, 2020 | $ 690 | $ 24,310 | $ (7,644) | $ 17,356 | ||
Balance (in Shares) at Dec. 31, 2020 | 6,900,000 | |||||
Sale of 27,410,158 Units, net of underwriting discounts and offering expenses | $ 2,741 | 249,597,968 | 249,600,709 | |||
Sale of 27,410,158 Units, net of underwriting discounts and offering expenses (in Shares) | 27,410,158 | |||||
Cash paid in excess of fair value for Private Placement Warrants | 1,845,567 | 1,845,567 | ||||
Forfeiture of Founder Shares | $ (5) | 5 | ||||
Forfeiture of Founder Shares (in Shares) | (47,461) | |||||
Ordinary shares subject to possible redemption | $ (2,475) | (247,499,102) | (247,501,577) | |||
Ordinary shares subject to possible redemption (in Shares) | (24,747,546) | |||||
Net income | 1,037,948 | 1,037,948 | ||||
Balance at Mar. 31, 2021 | $ 266 | $ 685 | $ 3,968,748 | $ 1,030,304 | $ 5,000,003 | |
Balance (in Shares) at Mar. 31, 2021 | 2,662,612 | 6,852,539 | ||||
[1] | On March 1, 2021, the Company effected a share dividend of 0.2 shares for each Class B ordinary share outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 10, 2021, 47,461 Founder Shares were forfeited and 852,539 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,852,539 Founder Shares outstanding at March 31, 2021. |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | $ 27,410,158 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 1,037,948 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (8,015) |
Change in fair value of warrant liability | (1,645,089) |
Transaction costs incurred in connection with warrant liabilities | 547,945 |
Unrealized gain on marketable securities held in Trust Account | (20,912) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (548,350) |
Accounts payable and accrued expenses | 32,396 |
Net cash used in operating activities | (604,077) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (274,101,580) |
Net cash used in investing activities | (274,101,580) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 268,619,548 |
Proceeds from sale of Private Placement Warrants | 7,482,032 |
Proceeds from promissory note – related party | 147,768 |
Repayment of promissory note – related party | (185,268) |
Payment of offering costs | (380,285) |
Net cash provided by financing activities | 275,683,795 |
Net Change in Cash | 978,138 |
Cash – Beginning of period | |
Cash – End of period | 978,138 |
Non-Cash investing and financing activities: | |
Offering costs included in accrued offering costs | 35,900 |
Initial classification of Class A ordinary shares subject to possible redemption | 247,501,577 |
Deferred underwriting fee payable | 9,593,555 |
Forfeiture of Founder Shares | $ (5) |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organizational and General FinTech Evolution Acquisition Group (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 15, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Company’s Initial Public Offering became effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares), at $10.00 per Unit, generating gross proceeds of $240,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,533,334 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Fintech Evolution Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,800,000, which is described in Note 4. On March 10, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 3,410,158 Units issued for an aggregate amount of $34,101,580. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 454,688 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $682,032. Transaction costs amounted to $15,546,628, consisting of $5,482,032 of underwriting fees, $9,593,555 of deferred underwriting fees and $471,041 of other offering costs. Trust Account Following the closing of the Initial Public Offering on March 4, 2021 and the underwriters partial exercise of their over-allotment option on March 10, 2021, an amount of $274,101,580 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Initial Business Combination The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks shareholder approval in connection with a Business Combination, it will complete the Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon the consummation of a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (ii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had $978,138 in its operating bank accounts and working capital of $1,458,192. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid with the proceeds from the Initial Public Offering. In addition, in order to finance transaction costs in connection with a 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, provide the Company Working Capital Loans up to $1,500,000 (see Note 5). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF 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 and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 4, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Risks and Uncertainties 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 the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth 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 statement 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $14,998,683 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $547,945 of the offering costs were related to the warrant liabilities and charged to the statement of operations. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Modified Black Scholes approach (see Note 9). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 4, 2021, 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. 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. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net income per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 14,124,741 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares 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 subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 7,237 Unrealized gain on marketable securities held in Trust Account 18,881 Net income attributable $ 26,118 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 24,591,568 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Income minus Net Earnings Net Income $ 1,037,948 Less: Net income allocable to Class A ordinary shares subject to possible redemption (26,118 ) Non-Redeemable Net Income $ 1,011,830 Denominator: Weighted Average Non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 7,101,339 Basic and diluted net income per share, Non-redeemable ordinary shares $ 0.14 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | NOTE 3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 3) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 4, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously As Reported Adjustments Restated Balance sheet as of March 8, 2021 (audited) Total Liabilities $ 8,696,900 $ 15,138,653 23,835,553 Class A Common Stock Subject to Possible Redemption 228,146,310 (15,138,653 ) 213,007,657 Class A Common Stock 119 151 270 Additional Paid-in Capital 5,006,840 547,794 5,554,634 Accumulated Deficit (7,644 ) (547,945 ) (555,589 ) |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,410,158 Units, inclusive of 3,410,158 Units sold to the underwriters on March 10, 2021 upon the underwriter’s election to partially exercise their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,533,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,800,000 from the Company in a private placement. The Sponsor has agreed to purchase up to an additional 480,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $720,000 in the aggregate, if the over-allotment option is exercised in full or in part by the underwriters. On March 10, 2021, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 454,688 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $682,032. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). As a result of the underwriters’ election to partially exercise their over-allotment option on March 10, 2021, a total of 852,540 Founder Shares are no longer subject to forfeiture and 47,461 Founder Shares were forfeited. The Sponsor has agreed to certain transfer restrictions and performance conditionality on its Founder Shares: ● 50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after a Business Combination that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property; ● 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination; and ● 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $15.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination Promissory Note — Related Party On December 30, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) September 30, 2021 or (i) the consummation of the Initial Public Offering. As of March 31, 2021 and December 31, 2020, there was $0 and $37,500, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At March 31, 2021 and December 31, 2020, there are no amount outstanding under the working capital loans. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 1, 2021, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. In addition, if the Sponsor affiliates acquire Units in the Initial Public Offering, they would become affiliates (as defined in the Securities Act) of the Company following the Initial Public Offering, and the Company would file a registration statement following the Initial Public Offering to register the resale of the Units (including the Class A ordinary shares and warrants included in the Units) purchased by the Sponsor affiliates (or their nominees) in the Initial Public Offering. The Sponsor affiliates will not be subject to any lock-up period with respect to any Units they may purchase. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On March 10, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 3,410,158 Units and the forfeited their option to purchase an additional 189,842 Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,593,555 in the aggregate after giving effect to the underwriters’ election to partially exercise their over-allotment option. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT LIABILITY | NOTE 9. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective prior to the expiration of the warrants, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 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 they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● upon not less than of 30 days’ prior written notice of redemption to each warrant holder; and ● at a price of $0.01 per warrant, if, and only if, the reported last sale price of the Class A ordinary shares equal or exceed $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders; and ● at a price of $0.10 per warrant, if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. 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 March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, Assets: Marketable securities held in Trust Account 1 $ 274,130,507 Liabilities: Warrant liability – Public Warrants 3 $ 8,405,782 Warrant liability – Private Placement Warrants 3 5,087,782 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the Modified Black Scholes model for the Warrants were as follows: March 4, 2021 March 31, Input Public Warrants Private Warrants Private Warrants Market price of public shares $ 10.00 $ 9.65 $ 9.56 Risk-free rate 0.86 % 1.27 % 1.38 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Volatility 18.0 % 18.0 % 17.0 % Years to expiration 5.00 5.00 5.00 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 5,636,465 9,502,188 15,138,653 Change in valuation inputs or other assumptions (548,683 ) (1,096,406 ) (1,645,089 ) Fair value as of March 31, 2021 $ 5,087,782 $ 8,405,782 $ 13,493,564 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021 was approximately $8.4 million. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described in Note 2A, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 4, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Risks and Uncertainties | Risks and Uncertainties 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 the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth 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 statement 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 | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $14,998,683 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $547,945 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Modified Black Scholes approach (see Note 9). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 4, 2021, 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. |
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. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net income per Ordinary Share | Net income per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 14,124,741 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares 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 subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 7,237 Unrealized gain on marketable securities held in Trust Account 18,881 Net income attributable $ 26,118 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 24,591,568 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Income minus Net Earnings Net Income $ 1,037,948 Less: Net income allocable to Class A ordinary shares subject to possible redemption (26,118 ) Non-Redeemable Net Income $ 1,011,830 Denominator: Weighted Average Non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 7,101,339 Basic and diluted net income per share, Non-redeemable ordinary shares $ 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2021 Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 7,237 Unrealized gain on marketable securities held in Trust Account 18,881 Net income attributable $ 26,118 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 24,591,568 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Income minus Net Earnings Net Income $ 1,037,948 Less: Net income allocable to Class A ordinary shares subject to possible redemption (26,118 ) Non-Redeemable Net Income $ 1,011,830 Denominator: Weighted Average Non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 7,101,339 Basic and diluted net income per share, Non-redeemable ordinary shares $ 0.14 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement of previously reported investments held in trust or cash | As Previously As Reported Adjustments Restated Balance sheet as of March 8, 2021 (audited) Total Liabilities $ 8,696,900 $ 15,138,653 23,835,553 Class A Common Stock Subject to Possible Redemption 228,146,310 (15,138,653 ) 213,007,657 Class A Common Stock 119 151 270 Additional Paid-in Capital 5,006,840 547,794 5,554,634 Accumulated Deficit (7,644 ) (547,945 ) (555,589 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Description Level March 31, Assets: Marketable securities held in Trust Account 1 $ 274,130,507 Liabilities: Warrant liability – Public Warrants 3 $ 8,405,782 Warrant liability – Private Placement Warrants 3 5,087,782 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | March 4, 2021 March 31, Input Public Warrants Private Warrants Private Warrants Market price of public shares $ 10.00 $ 9.65 $ 9.56 Risk-free rate 0.86 % 1.27 % 1.38 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Volatility 18.0 % 18.0 % 17.0 % Years to expiration 5.00 5.00 5.00 |
Schedule of Changes in Fair Value of Plan Assets [Table Text Block] | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 5,636,465 9,502,188 15,138,653 Change in valuation inputs or other assumptions (548,683 ) (1,096,406 ) (1,645,089 ) Fair value as of March 31, 2021 $ 5,087,782 $ 8,405,782 $ 13,493,564 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 10, 2021 | Mar. 04, 2021 | Mar. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | |||
Transaction costs | $ 15,546,628 | ||
Underwriting fees | 5,482,032 | ||
Deferred underwriting fees | 9,593,555 | ||
Other offering costs | $ 471,041 | ||
Trust account, description | the closing of the Initial Public Offering on March 4, 2021 and the underwriters partial exercise of their over-allotment option on March 10, 2021, an amount of $274,101,580 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. | ||
Fair market value percentage | 80.00% | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate of public shares | 15.00% | ||
Obligation to redeem percentage | 100.00% | ||
Redeem outstanding public shares | 100.00% | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Initial public offering price per unit (in Dollars per share) | $ 10 | ||
Public share per price (in Dollars per share) | $ 10 | ||
Operating bank accounts | $ 978,138 | ||
Working capital deficit | 1,458,192 | ||
Sponsors contribution | 25,000 | ||
Founder shares loan amount | 300,000 | ||
Working Capital Loans | $ 1,500,000 | ||
Trust Account [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Percentage of issued and outstanding voting securities | 50.00% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Shares issued (in Shares) | 24,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds of initial public offering | $ 240,000,000 | ||
Shares issued (in Shares) | 27,410,158 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 1.50 | $ 1.50 | |
Shares issued (in Shares) | 454,688 | 4,533,334 | |
Gross proceeds of private placement warrants | $ 682,032 | $ 6,800,000 | |
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Additional Units shares issued (in Shares) | 3,410,158 | ||
Aggregate amount | $ 34,101,580 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Aggregate of shares in the calculation of diluted loss (in Shares) | shares | 14,124,741 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering cost charges | $ 14,998,683 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering cost charges | $ 547,945 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income per ordinary share | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | $ 7,237 |
Unrealized gain on marketable securities held in Trust Account | 18,881 |
Net income attributable | $ 26,118 |
Denominator: Weighted Average Class A ordinary shares subject to possible redemption | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares) | shares | 24,591,568 |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ / shares | $ 0 |
Numerator: Net Income minus Net Earnings | |
Net Income | $ 1,037,948 |
Less: Net income allocable to Class A ordinary shares subject to possible redemption | (26,118) |
Non-Redeemable Net Income | $ 1,011,830 |
Denominator: Weighted Average Non-redeemable ordinary shares | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | shares | 7,101,339 |
Basic and diluted net income per share, Non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ 0.14 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statement (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Percentage of shares outstanding | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statement (Details) - Schedule of restatement of previously reported investments held in trust or cash | Mar. 08, 2021USD ($) |
As Previously Reported [Member] | |
Restatement of Previously Issued Financial Statement (Details) - Schedule of restatement of previously reported investments held in trust or cash [Line Items] | |
Total Liabilities | $ 8,696,900 |
Class A Common Stock Subject to Possible Redemption | 228,146,310 |
Class A Common Stock | 119 |
Additional Paid-in Capital | 5,006,840 |
Accumulated Deficit | (7,644) |
Adjustments [Member] | |
Restatement of Previously Issued Financial Statement (Details) - Schedule of restatement of previously reported investments held in trust or cash [Line Items] | |
Total Liabilities | 15,138,653 |
Class A Common Stock Subject to Possible Redemption | (15,138,653) |
Class A Common Stock | 151 |
Additional Paid-in Capital | 547,794 |
Accumulated Deficit | (547,945) |
As Restated [Member] | |
Restatement of Previously Issued Financial Statement (Details) - Schedule of restatement of previously reported investments held in trust or cash [Line Items] | |
Total Liabilities | 23,835,553 |
Class A Common Stock Subject to Possible Redemption | 213,007,657 |
Class A Common Stock | 270 |
Additional Paid-in Capital | 5,554,634 |
Accumulated Deficit | $ (555,589) |
Public Offering (Details)
Public Offering (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Public Offering (Details) [Line Items] | |
Purchase price, per share | $ / shares | $ 10 |
Initial Public Offering [Member] | |
Public Offering (Details) [Line Items] | |
Sale of units | shares | 27,410,158 |
Public offering, description | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). |
Underwriters [Member] | |
Public Offering (Details) [Line Items] | |
Sale of units | shares | 3,410,158 |
Class A Ordinary Share [Member] | |
Public Offering (Details) [Line Items] | |
Exercise price | $ / shares | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Mar. 10, 2021 | Mar. 31, 2021 |
Private Placement (Details) [Line Items] | ||
Price per share | $ 0.10 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase price (in Dollars) | $ 6,800,000 | |
Purchase an aggregate of shares (in Shares) | 480,000 | |
Price per warrant | $ 1.50 | |
Purchase of aggregate shares (in Shares) | 454,688 | 4,533,334 |
Price per share | $ 1.50 | $ 1.50 |
Gross proceeds of private placement warrants (in Dollars) | $ 682,032 | $ 6,800,000 |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchase of shares of private placement warrants (in Shares) | 4,533,334 | |
Price per share | $ 1.50 | |
Purchase of aggregate shares (in Shares) | 454,688 | |
Price per share | $ 1.50 | |
Private Placement Warrants [Member] | Underwriters [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate fair value of shares (in Dollars) | $ 720,000 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Warrant, description | Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. | |
Class A Ordinary Share [Member] | ||
Private Placement (Details) [Line Items] | ||
Price per share | $ 10 | |
Common stock exercisable price, per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 10, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Mar. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Sponsor payment | $ 25,000 | |||
Subject to forfeiture of founder shares (in Shares) | 47,461 | |||
Founder shares, description | ● 50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after a Business Combination that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property; ● 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination; and ● 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $15.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination | |||
Aggregate principal amount | $ 300,000 | |||
Related party cost | $ 37,500 | $ 0 | ||
Working capital loans | $ 1,500,000 | |||
warrant price (in Dollars per share) | $ 1.50 | |||
Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sponsor payment | $ 25,000 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Founder shares (in Shares) | 852,540 | |||
Class B Ordinary Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sponsor consideration shares (in Shares) | 5,750,000 |
Commitments (Details)
Commitments (Details) - Over-Allotment Option [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Commitments (Details) [Line Items] | |
Purchase of shares (in Shares) | shares | 3,600,000 |
Additional units purchased | $ 3,410,158 |
Aggregate Amount | $ 189,842 |
Deferred fee per unit (in Dollars per share) | $ / shares | $ 0.35 |
Deferred fee | $ 9,593,555 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preference stock shares authorized | 1,000,000 | 1,000,000 |
Preference stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption (in Dollars per share) | $ 24,747,546 | |
Market value description | In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | |
Class A Ordinary Shares [Member] | ||
Stockholders' 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 outstanding | 2,662,612 | |
Common stock, shares issued | 2,662,612 | |
Class A ordinary shares subject to possible redemption (in Dollars per share) | $ 24,747,546 | |
Class B Ordinary Shares [Member] | ||
Stockholders' 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 outstanding | 6,852,539 | 6,900,000 |
Common stock, shares issued | 6,852,539 | 6,900,000 |
Warrant Liability (Details)
Warrant Liability (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Warrant Liability (Details) [Line Items] | |
Warrants will expire | 5 years |
Warrant price | $ 0.01 |
Sales price | $ 0.10 |
Higher market price, percentage | 115.00% |
Redemption trigger price | $ 18 |
Percentage of market value | 180.00% |
Share price | $ 10 |
Series of Individually Immaterial Business Acquisitions [Member] | |
Warrant Liability (Details) [Line Items] | |
Business combination price per share | $ 9.20 |
Business combination percentage | 50.00% |
Class A Ordinary Shares [Member] | |
Warrant Liability (Details) [Line Items] | |
Warrant price | $ 18 |
Sales price | 10 |
Class A Ordinary Shares [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |
Warrant Liability (Details) [Line Items] | |
Business combination price per share | $ 9.20 |
Business combination percentage | 60.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value description | The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021 was approximately $8.4 million. |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Marketable securities held in Trust Account | $ 274,130,507 |
Level 3 [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant liability – Public Warrants | 8,405,782 |
Warrant liability – Private Placement Warrants | $ 5,087,782 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of the Modified Black Scholes model for the Warrants - $ / shares | 2 Months Ended | 3 Months Ended |
Mar. 04, 2021 | Mar. 31, 2021 | |
Public Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Market price of public shares , Public Warrants (in Dollars per share) | $ 10 | |
Market price of public shares , Private Warrants (in Dollars per share) | $ 10 | |
Risk-free rate , Public Warrants | 0.86% | |
Risk-free rate , Private Warrants | 0.86% | |
Dividend yield , Public Warrants | 0.00% | |
Dividend yield , Private Warrants | 0.00% | |
Exercise price , Public Warrants (in Dollars per share) | $ 11.50 | |
Exercise price , Private Warrants (in Dollars per share) | $ 11.50 | |
Volatility , Public Warrants | 18.00% | |
Volatility , Private Warrants | 18.00% | |
Years to expiration , Public Warrants | 5 years | |
Years to expiration , Private Warrants | 5 years | |
Private Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Market price of public shares , Public Warrants (in Dollars per share) | $ 9.65 | $ 9.56 |
Market price of public shares , Private Warrants (in Dollars per share) | $ 9.65 | $ 9.56 |
Risk-free rate , Public Warrants | 1.27% | 1.38% |
Risk-free rate , Private Warrants | 1.27% | 1.38% |
Dividend yield , Public Warrants | 0.00% | 0.00% |
Dividend yield , Private Warrants | 0.00% | 0.00% |
Exercise price , Public Warrants (in Dollars per share) | $ 11.50 | $ 11.50 |
Exercise price , Private Warrants (in Dollars per share) | $ 11.50 | $ 11.50 |
Volatility , Public Warrants | 18.00% | 17.00% |
Volatility , Private Warrants | 18.00% | 17.00% |
Years to expiration , Public Warrants | 5 years | 5 years |
Years to expiration , Private Warrants | 5 years | 5 years |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | |
Initial measurement on March 4, 2021 | 5,636,465 |
Change in valuation inputs or other assumptions | (548,683) |
Fair value as of March 31, 2021 | 5,087,782 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | |
Initial measurement on March 4, 2021 | 9,502,188 |
Change in valuation inputs or other assumptions | (1,096,406) |
Fair value as of March 31, 2021 | 8,405,782 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | |
Initial measurement on March 4, 2021 | 15,138,653 |
Change in valuation inputs or other assumptions | (1,645,089) |
Fair value as of March 31, 2021 | $ 13,493,564 |