Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 26, 2021 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | Twin Ridge Capital Acquisition Corp. | |
Entity Central Index Key | 0001840353 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Address, State or Province | FL | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,578,982 | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,327,203 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEETS | Mar. 31, 2021USD ($) | |
Current assets | ||
Cash | $ 2,137,222 | |
Receivable from Sponsor | 15,771 | |
Prepaid expenses | 660,245 | |
Total current assets | 2,813,238 | |
Cash held in Trust Account | 213,088,130 | |
Total Assets | 215,901,368 | |
Current liabilities: | ||
Due to related party | 9,058 | |
Total current liabilities | 9,058 | |
Warrant liability | 16,135,914 | |
Deferred underwriting discount | 7,458,085 | |
Total liabilities | 23,603,057 | |
Commitments | ||
Class A ordinary shares subject to possible redemption, 18,729,831 shares at redemption value | 187,298,310 | |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 5,602,679 | |
Accumulated deficit | (603,511) | |
Total shareholders' equity | 5,000,001 | |
Total Liabilities and Shareholders' Equity | 215,901,368 | |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity: | ||
Ordinary shares | 258 | |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity: | ||
Ordinary shares | $ 575 | [1] |
[1] | This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture. |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Shareholders' Equity: | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 |
Preference shares, shares issued (in shares) | 0 |
Preference shares, shares outstanding (in shares) | 0 |
Class A Ordinary Shares [Member] | |
Liabilities and Shareholders' Equity | |
Ordinary shares, redemption (in shares) | 18,729,831 |
Shareholders' Equity: | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 |
Ordinary shares, shares issued (in shares) | 2,578,982 |
Ordinary shares, shares outstanding (in shares) | 2,578,982 |
Class B Ordinary Shares [Member] | |
Shareholders' Equity: | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 50,000,000 |
Ordinary shares, shares issued (in shares) | 5,750,000 |
Ordinary shares, shares outstanding (in shares) | 5,750,000 |
Common stock, shares subject to forfeiture (in shares) | 750,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Loss from Operations | ||
Formation and operating costs | $ | $ 69,502 | |
Loss from operations | $ | (69,502) | |
Other income (expense) | ||
Warrant issuance costs | $ | (539,844) | |
Change in fair value of warrant liability | $ | 5,835 | |
Total other expense | $ | (534,009) | |
Net loss | $ | $ (603,511) | |
Weighted average shares outstanding, basic (in shares) | shares | 6,401,527 | |
Weighted average shares outstanding, diluted (in shares) | shares | 6,401,527 | |
Basic net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
Diluted net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
Ordinary Share Subject to Possible Redemption [Member] | ||
Other income (expense) | ||
Weighted average shares outstanding, basic (in shares) | shares | 5,175,484 | |
Weighted average shares outstanding, diluted (in shares) | shares | 5,175,484 | |
Basic net loss per share (in dollars per share) | $ / shares | $ 0 | |
Diluted net loss per share (in dollars per share) | $ / shares | $ 0 | |
Non-redeemable Ordinary Share [Member] | ||
Other income (expense) | ||
Weighted average shares outstanding, basic (in shares) | shares | 6,401,527 | [1] |
Weighted average shares outstanding, diluted (in shares) | shares | 6,401,527 | [1] |
Basic net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
Diluted net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
[1] | This number excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture. |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - shares | Mar. 10, 2021 | Mar. 31, 2021 |
Other income (expense) | ||
Common stock, shares subject to forfeiture (in shares) | 422,797 | |
Over-Allotment Option [Member] | ||
Other income (expense) | ||
Units issued (in shares) | 1,308,813 | |
Class B Ordinary Shares [Member] | ||
Other income (expense) | ||
Common stock, shares subject to forfeiture (in shares) | 750,000 | |
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||
Other income (expense) | ||
Units issued (in shares) | 1,308,813 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Ordinary Shares [Member]Class A Ordinary Shares [Member] | Ordinary Shares [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Class A Ordinary Shares [Member] | |
Beginning balance at Jan. 06, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at Jan. 06, 2021 | 0 | 0 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Class B ordinary shares issued to Sponsor | $ 0 | $ 575 | 24,425 | 0 | 25,000 | ||
Class B ordinary shares issued to Sponsor (in shares) | 0 | 5,750,000 | [1] | ||||
Sale of 20,000,000 Units on March 8, 2021 through IPO | $ 2,000 | $ 0 | 199,998,000 | 0 | 200,000,000 | ||
Sale of 20,000,000 Units on March 8, 2021 through IPO (in shares) | 20,000,000 | 0 | [1] | ||||
Sale of 1,308,813 Units on March 10, 2021 through Over-allotment | $ 131 | $ 0 | 13,087,999 | 0 | 13,088,130 | ||
Sale of 1,308,813 Units on March 10, 2021 through Over-allotment (in shares) | 1,308,813 | 0 | [1] | ||||
Sale of 5,107,842 Private Placement Warrants to Sponsor in private placement | $ 0 | $ 0 | 7,661,764 | 0 | 7,661,764 | ||
Underwriting fee | 0 | 0 | (4,261,764) | 0 | (4,261,764) | ||
Deferred underwriting fee | 0 | 0 | (7,458,085) | 0 | (7,458,085) | ||
Offering costs charged to the shareholders' equity | 0 | 0 | (551,318) | 0 | (551,318) | ||
Initial classification of warrant liability | 0 | 0 | (16,141,749) | 0 | (16,141,749) | ||
Reclassification of offering costs related to warrants | 0 | 0 | 539,844 | 0 | 539,844 | ||
Net loss | 0 | 0 | 0 | (603,511) | (603,511) | ||
Change in Class A ordinary shares subject to possible redemption | $ (1,873) | $ 0 | (187,296,437) | 0 | (187,298,310) | ||
Change in Class A ordinary shares subject to possible redemption (in shares) | (18,729,831) | 0 | [1] | (18,729,831) | |||
Ending balance at Mar. 31, 2021 | $ 258 | $ 575 | $ 5,602,679 | $ (603,511) | $ 5,000,001 | ||
Ending balance (in shares) at Mar. 31, 2021 | 2,578,982 | 5,750,000 | [1] | ||||
[1] | This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture. |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2021 |
Stockholders' Equity | |||
Warrants issued (in shares) | 12,210,780 | ||
Common stock, shares subject to forfeiture (in shares) | 422,797 | ||
Initial Public Offering [Member] | |||
Stockholders' Equity | |||
Units issued (in shares) | 20,000,000 | ||
Over-Allotment Option [Member] | |||
Stockholders' Equity | |||
Units issued (in shares) | 1,308,813 | ||
Private Placement Warrant [Member] | |||
Stockholders' Equity | |||
Warrants issued (in shares) | 4,933,333 | 5,107,842 | |
Private Placement Warrant [Member] | Over-Allotment Option [Member] | |||
Stockholders' Equity | |||
Units issued (in shares) | 174,509 | ||
Class B Ordinary Shares [Member] | |||
Stockholders' Equity | |||
Common stock, shares subject to forfeiture (in shares) | 750,000 | ||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||
Stockholders' Equity | |||
Units issued (in shares) | 1,308,813 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net loss | $ (603,511) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | (5,835) |
Warrant issuance costs | 539,844 |
Changes in current assets and current liabilities: | |
Prepaid expenses | (660,245) |
Accrued offering costs and expenses | 60,094 |
Due to related party | 9,058 |
Net cash used in operating activities | (660,595) |
Cash Flows from Investing Activities: | |
Cash held in Trust Account | (213,088,130) |
Net cash used in investing activities | (213,088,130) |
Cash flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters' fees | 208,826,366 |
Proceeds from private placement | 7,661,764 |
Proceeds from issuance of founder shares | 25,000 |
Repayment to promissory note to related party | (75,865) |
Payments of offering costs | (551,318) |
Net cash provided by financing activities | 215,885,947 |
Net change in cash | 2,137,222 |
Cash, beginning of the period | 0 |
Cash, end of the period | 2,137,222 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred underwriting commissions charged to additional paid in capital | 7,458,085 |
Initial value of Class A ordinary shares subject to possible redemption | 175,516,420 |
Change in value of Class A ordinary shares subject to possible redemption | 11,781,890 |
Initial classification of warrant liability | 16,141,749 |
Deferred offering costs paid by Sponsor loan | $ 60,094 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Twin Ridge Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 7, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the Initial Public Offering (as defined below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). The Company’s sponsor is Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,400,000, which is discussed in Note 5. Transaction costs amounted to $11,551,318 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriting discount, and $551,318 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $13,088,130, and incurred $261,764 in cash underwriting fees and $458,085 in deferred underwriting fees. Trust Account Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO ( the “Combination Period” ) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company has not consummated an initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6), (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Combination Period), and (iv) vote their Founder Shares and public shares in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $2.1 million in its operating bank account, and working capital of approximately $2.8 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 6), and the loan under an unsecured promissory note from the Sponsor of $60,094 (see Note 6). The Company fully paid the note to the Sponsor on March 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans. 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements On April 12, 2021, the Staff 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, dated as of March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agreement"). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 7,102,938 Public Warrants and (ii) the 5,107,842 Private Placement Warrants (See Note 4 and Note 5). The Company previously accounted for all Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging; Contracts in Entity's Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. After consultation with the Company's independent registered public accounting firm, the Company's management and the audit committee of the Company's Board of Directors concluded that it is appropriate to restate the Company's previously issued audited balance sheet as of March 8, 2021 as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each balance sheet line item as of the date: As Previously Reported Adjustment As Restated Balance Sheet at March 8, 2021 (audited) Warrant Liability $ - $ 15,334,757 $ 15,334,757 Class A ordinary shares subject to possible redemption 190,851,180 (15,334,760 ) 175,516,420 Class A ordinary share 91 154 245 Additional paid-in capital 5,021,836 508,025 5,529,861 Accumulated deficit $ (22,498 ) $ (508,176 ) $ (530,674 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the period from January 7, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 12, 2021 and March 5, 2021, respectively. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth 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 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 statement, which management considered in formulating its estimate, could change in the future. 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. Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in cash. At March 31, 2021, the Company had $213,088,130 in cash held in the Trust Account. 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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, receivable from Sponsor, and due to related party are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash held in Trust Account $ 213,088,130 $ 213,088,130 $ - $ - $ 213,088,130 $ 213,088,130 $ - $ - Liabilities: Warrant Liability $ 16,135,914 $ - $ - $ 16,135,914 $ 16,135,914 $ - $ - $ 16,135,914 The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input March 8, 2021 (Initial Measurement) March 31, 2021 Expected term (years) 6.32 6.25 Expected volatility 24.2 % 24.4 % Risk-free interest rate 1.14 % 1.22 % Fair value of the common stock price $ 9.56 $ 9.51 The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021: Warrant Liability Fair value as of January 7, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 15,334,757 Initial fair value of warrant liability upon issuance at over-allotment 806,992 Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021 (5,835 ) Fair value as of March 31, 2021 $ 16,135,914 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement 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 warrants are exercisable to purchase 12,210,780 ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per ordinary share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary share, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. For January 7, 2021 (Inception) through March 31, 2021 Ordinary shares subject to possible redemption Numerator: net income allocable to ordinary shares subject to possible redemption amortized interest income on marketable securities held in trust $ - Less: interest available to be withdrawn for payment of taxes - Net income allocable to ordinary shares subject to possible redemption $ - Denominator: weighted average redeemable ordinary shares, basic and diluted 5,175,484 Basic and diluted net income per share, redeemable ordinary shares $ - Non-redeemable ordinary shares Numerator: net loss minus redeemable net earnings Net loss $ (603,511 ) Redeemable net earnings - Non-redeemable net loss $ (603,511 ) Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares 6,401,527 Basic and diluted net loss per share, ordinary shares $ (0.09 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. 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”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on 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. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to the fair value of the warrants and then the Class A ordinary shares. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the ”COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO on March 8, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of one year from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares except as otherwise described above; ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares 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 is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. |
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 IPO, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. Pursuant to the underwriters’ partial exercise of the over-allotment option on March 10, 2021, the Sponsor purchased an additional 174,509 Private Placement Warrants. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On January 12, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 23, 2021, 20,000 shares were transferred to each of the three independent directors. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture. The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property ( the “Lock-up”). Due to Related Parties The balance of $9,058 represents $9,032 accrued for the administrative support services provided by Sponsor as of March 31, 2021 and $26 operating expenses paid by one related party on behalf of the Company. Promissory Note — Related Party On January 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of November 30, 2021 or the closing of the IPO. During the period from January 12, 2021 through March 31, 2021, the Company had borrowed $60,094 under the promissory note. On March 15, 2021, the Company paid the promissory note in full and overpaid $15,771, which was recorded as a receivable from Sponsor on the unaudited condensed balance sheet. The Sponsor returned the overpayment to the Company on May 10, 2021. Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date that the Company’s securities are first listed on NYSE, the Company will reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2021, the Company has recorded $9,032 for the period from March 3, 2021 through March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on March 3, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from March 3, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments. On March 8, 2021, the Company paid a fixed underwriting discount of $4,000,000, which was calculated as two percent (2%) of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000, upon the completion of the Company’s initial Business Combination. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | Note 8 — Shareholders’ Equity Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2021, there were 2,578,982 Class A ordinary shares issued and outstanding, excluding 18,729,831 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At March 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the period from January 7, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 12, 2021 and March 5, 2021, respectively. |
Use of Estimates | Use of Estimates 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 statement, which management considered in formulating its estimate, could change in the future. 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. |
Cash Held in Trust Account | Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in cash. At March 31, 2021, the Company had $213,088,130 in cash held in the Trust Account. |
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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, receivable from Sponsor, and due to related party are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash held in Trust Account $ 213,088,130 $ 213,088,130 $ - $ - $ 213,088,130 $ 213,088,130 $ - $ - Liabilities: Warrant Liability $ 16,135,914 $ - $ - $ 16,135,914 $ 16,135,914 $ - $ - $ 16,135,914 |
Concentration of Credit Risk | The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input March 8, 2021 (Initial Measurement) March 31, 2021 Expected term (years) 6.32 6.25 Expected volatility 24.2 % 24.4 % Risk-free interest rate 1.14 % 1.22 % Fair value of the common stock price $ 9.56 $ 9.51 The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021: Warrant Liability Fair value as of January 7, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 15,334,757 Initial fair value of warrant liability upon issuance at over-allotment 806,992 Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021 (5,835 ) Fair value as of March 31, 2021 $ 16,135,914 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement 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 warrants are exercisable to purchase 12,210,780 ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per ordinary share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary share, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. For January 7, 2021 (Inception) through March 31, 2021 Ordinary shares subject to possible redemption Numerator: net income allocable to ordinary shares subject to possible redemption amortized interest income on marketable securities held in trust $ - Less: interest available to be withdrawn for payment of taxes - Net income allocable to ordinary shares subject to possible redemption $ - Denominator: weighted average redeemable ordinary shares, basic and diluted 5,175,484 Basic and diluted net income per share, redeemable ordinary shares $ - Non-redeemable ordinary shares Numerator: net loss minus redeemable net earnings Net loss $ (603,511 ) Redeemable net earnings - Non-redeemable net loss $ (603,511 ) Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares 6,401,527 Basic and diluted net loss per share, ordinary shares $ (0.09 ) |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. |
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”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on 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. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to the fair value of the warrants and then the Class A ordinary shares. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. |
Risks and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the ”COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Restatement of Balance Sheet | The following tables summarize the effect of the restatement on each balance sheet line item as of the date: As Previously Reported Adjustment As Restated Balance Sheet at March 8, 2021 (audited) Warrant Liability $ - $ 15,334,757 $ 15,334,757 Class A ordinary shares subject to possible redemption 190,851,180 (15,334,760 ) 175,516,420 Class A ordinary share 91 154 245 Additional paid-in capital 5,021,836 508,025 5,529,861 Accumulated deficit $ (22,498 ) $ (508,176 ) $ (530,674 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash held in Trust Account $ 213,088,130 $ 213,088,130 $ - $ - $ 213,088,130 $ 213,088,130 $ - $ - Liabilities: Warrant Liability $ 16,135,914 $ - $ - $ 16,135,914 $ 16,135,914 $ - $ - $ 16,135,914 |
Fair Value Measurement Inputs | The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input March 8, 2021 (Initial Measurement) March 31, 2021 Expected term (years) 6.32 6.25 Expected volatility 24.2 % 24.4 % Risk-free interest rate 1.14 % 1.22 % Fair value of the common stock price $ 9.56 $ 9.51 |
Change in Fair Value of Warrant Liabilities | The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021: Warrant Liability Fair value as of January 7, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 15,334,757 Initial fair value of warrant liability upon issuance at over-allotment 806,992 Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021 (5,835 ) Fair value as of March 31, 2021 $ 16,135,914 |
Basic and Diluted Net Loss Per Ordinary Share | The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per ordinary share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary share, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. For January 7, 2021 (Inception) through March 31, 2021 Ordinary shares subject to possible redemption Numerator: net income allocable to ordinary shares subject to possible redemption amortized interest income on marketable securities held in trust $ - Less: interest available to be withdrawn for payment of taxes - Net income allocable to ordinary shares subject to possible redemption $ - Denominator: weighted average redeemable ordinary shares, basic and diluted 5,175,484 Basic and diluted net income per share, redeemable ordinary shares $ - Non-redeemable ordinary shares Numerator: net loss minus redeemable net earnings Net loss $ (603,511 ) Redeemable net earnings - Non-redeemable net loss $ (603,511 ) Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares 6,401,527 Basic and diluted net loss per share, ordinary shares $ (0.09 ) |
Organization and Business Ope_2
Organization and Business Operations (Details) | Mar. 10, 2021USD ($)$ / sharesshares | Mar. 08, 2021USD ($)$ / sharesshares | Jan. 12, 2021USD ($) | Mar. 31, 2021USD ($)Business$ / sharesshares |
Organization and Business Operations [Abstract] | ||||
Gross proceeds from initial public offering | $ 208,826,366 | |||
Warrants issued (in shares) | shares | 12,210,780 | |||
Gross proceeds from private placement | $ 7,400,000 | $ 7,661,764 | ||
Transaction costs | 11,551,318 | 12,271,166 | ||
Underwriting discount | 4,000,000 | 4,261,764 | ||
Deferred underwriting discount | 7,000,000 | 7,458,085 | ||
Other costs | 551,318 | 551,318 | ||
Net proceeds from Initial Public Offering and Private Placement | $ 213,088,130 | $ 213,088,130 | ||
Unit price, Initial Public Offering and Private Placement (in dollars per share) | $ / shares | $ 10 | |||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |||
Period to complete business combination from closing of initial public offering | 24 months | |||
Net tangible asset threshold for redeeming public shares | $ 5,000,001 | |||
Period to redeem public shares if business combination is not completed within Initial combination period | 10 days | |||
Cash | $ 2,137,222 | |||
Working capital | 2,800,000 | |||
Capital contribution | 25,000 | |||
Promissory Note [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Proceeds from sponsor | 60,094 | |||
Sponsor [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Capital contribution | $ 25,000 | 25,000 | ||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Outstanding under working capital loans | 0 | |||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Outstanding under working capital loans | $ 0 | |||
Minimum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in initial business combination | Business | 1 | |||
Fair market value as percentage of net assets held in Trust Account included in initial business combination | 80.00% | |||
Post-transaction ownership percentage of the target business | 50.00% | |||
Maximum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Interest on Trust Account to be held to pay dissolution expenses | $ 100,000 | |||
Private Placement Warrant [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 1.50 | |||
Warrants issued (in shares) | shares | 4,933,333 | 5,107,842 | ||
Initial Public Offering [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 20,000,000 | |||
Underwriting discount | $ 4,000,000 | |||
Deferred underwriting discount | $ 7,000,000 | |||
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares | $ 10 | |||
Initial Public Offering [Member] | Maximum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares | $ 10 | |||
Initial Public Offering [Member] | Public Shares [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 20,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Gross proceeds from initial public offering | $ 200,000,000 | |||
Over-Allotment Option [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 1,308,813 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Gross proceeds from initial public offering | $ 13,088,130 | |||
Underwriting discount | 261,764 | |||
Deferred underwriting discount | $ 458,085 | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 3,000,000 | |||
Over-Allotment Option [Member] | Private Placement Warrant [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 174,509 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | Mar. 08, 2021 | Mar. 31, 2021 |
Balance Sheet [Abstract] | ||
Warrants issued (in shares) | 12,210,780 | |
Warrant liability | $ 15,334,757 | $ 16,135,914 |
Class A ordinary shares subject to possible redemption | 175,516,420 | 187,298,310 |
Additional paid-in capital | 5,529,861 | 5,602,679 |
Accumulated deficit | (530,674) | (603,511) |
Class A Ordinary Shares [Member] | ||
Balance Sheet [Abstract] | ||
Ordinary shares | 245 | $ 258 |
As Previously Reported [Member] | ||
Balance Sheet [Abstract] | ||
Warrant liability | 0 | |
Class A ordinary shares subject to possible redemption | 190,851,180 | |
Additional paid-in capital | 5,021,836 | |
Accumulated deficit | (22,498) | |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||
Balance Sheet [Abstract] | ||
Ordinary shares | 91 | |
Adjustment [Member] | ||
Balance Sheet [Abstract] | ||
Warrant liability | 15,334,757 | |
Class A ordinary shares subject to possible redemption | (15,334,760) | |
Additional paid-in capital | 508,025 | |
Accumulated deficit | (508,176) | |
Adjustment [Member] | Class A Ordinary Shares [Member] | ||
Balance Sheet [Abstract] | ||
Ordinary shares | $ 154 | |
Public Warrant [Member] | ||
Balance Sheet [Abstract] | ||
Warrants issued (in shares) | 7,102,938 | |
Private Placement Warrant [Member] | ||
Balance Sheet [Abstract] | ||
Warrants issued (in shares) | 4,933,333 | 5,107,842 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) | Mar. 31, 2021USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Cash and Securities Held in Trust Account (Details) | Mar. 31, 2021USD ($) |
Cash and Securities Held in Trust Account [Abstract] | |
Cash held in Trust Account | $ 213,088,130 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Fair Value Measurements (Details) | Mar. 31, 2021USD ($) |
Assets [Abstract] | |
Cash held in Trust Account | $ 213,088,130 |
Recurring [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 213,088,130 |
Total | 213,088,130 |
Liabilities [Abstract] | |
Warrant liability | 16,135,914 |
Total Liabilities | 16,135,914 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 213,088,130 |
Total | 213,088,130 |
Liabilities [Abstract] | |
Warrant liability | 0 |
Total Liabilities | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 0 |
Total | 0 |
Liabilities [Abstract] | |
Warrant liability | 0 |
Total Liabilities | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets [Abstract] | |
Cash held in Trust Account | 0 |
Total | 0 |
Liabilities [Abstract] | |
Warrant liability | 16,135,914 |
Total Liabilities | $ 16,135,914 |
Significant Accounting Policies
Significant Accounting Policies, Fair Value Measurement Inputs (Details) | Mar. 31, 2021$ / shares | Mar. 08, 2021$ / shares |
Fair Value Measurements [Abstract] | ||
Expected term (years) | 5 years | |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Expected term (years) | 6 years 3 months | 6 years 3 months 25 days |
Warrants [Member] | Minimum [Member] | ||
Fair Value Measurements [Abstract] | ||
Sale of Stock, Price Per Share | $ 18 | |
Warrants [Member] | Expected volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.244 | 0.242 |
Warrants [Member] | Risk-free interest rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0122 | 0.0114 |
Warrants [Member] | Fair value of the common stock price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.51 | 9.56 |
Significant Accounting Polici_2
Significant Accounting Policies, Change in Fair Value of Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021 | $ (5,835) |
Derivative Warrant, Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of January 7, 2021 (inception) | 0 |
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021 | (5,835) |
Fair value as of March 31, 2021 | 16,135,914 |
Derivative Warrant, Liabilities [Member] | Initial Public Offering [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial fair value of warrant liability upon issuance | 15,334,757 |
Derivative Warrant, Liabilities [Member] | Over-Allotment Option [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial fair value of warrant liability upon issuance | $ 806,992 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Net Loss Per Ordinary Share (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Net Loss per Ordinary Share [Abstract] | ||
Warrants issued (in shares) | 12,210,780 | |
Amortized interest income on marketable securities held in trust | $ | $ 0 | |
Less: interest available to be withdrawn for payment of taxes | $ | 0 | |
Net income allocable to ordinary shares subject to possible redemption | $ | 0 | |
Net loss | $ | (603,511) | |
Redeemable net earnings | $ | 0 | |
Non-redeemable net loss | $ | $ (603,511) | |
Weighted average shares outstanding, basic (in shares) | 6,401,527 | |
Weighted average shares outstanding, diluted (in shares) | 6,401,527 | |
Basic net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
Diluted net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
Ordinary Share Subject to Possible Redemption [Member] | ||
Net Loss per Ordinary Share [Abstract] | ||
Weighted average shares outstanding, basic (in shares) | 5,175,484 | |
Weighted average shares outstanding, diluted (in shares) | 5,175,484 | |
Basic net loss per share (in dollars per share) | $ / shares | $ 0 | |
Diluted net loss per share (in dollars per share) | $ / shares | $ 0 | |
Non-redeemable Ordinary Share [Member] | ||
Net Loss per Ordinary Share [Abstract] | ||
Weighted average shares outstanding, basic (in shares) | 6,401,527 | [1] |
Weighted average shares outstanding, diluted (in shares) | 6,401,527 | [1] |
Basic net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
Diluted net loss per share (in dollars per share) | $ / shares | $ (0.09) | |
[1] | This number excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Offering Costs and Income Taxes (Details) - USD ($) | Mar. 08, 2021 | Mar. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | |
Accrued interest and penalties | 0 | |
Offering Costs [Abstract] | ||
Offering costs | $ 11,551,318 | 12,271,166 |
Underwriting discount | 4,000,000 | 4,261,764 |
Deferred underwriting discount | 7,000,000 | 7,458,085 |
Other Offering Costs | 551,318 | $ 551,318 |
Offering costs included in Equity | 11,731,272 | |
Offering costs allocated to issuance of warrants | $ 539,844 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2021 |
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 30 days | |||
Expiration period of warrants | 5 years | 5 years | ||
Net proceeds from Initial Public Offering and Private Placement | $ 213,088,130 | $ 213,088,130 | ||
Unit price, Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |||
Warrants [Abstract] | ||||
Expiration period of warrants | 5 years | 5 years | ||
Minimum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 30 days | |||
Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 12 months | |||
Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Expiration period of warrants | 5 years | 5 years | ||
Warrants [Abstract] | ||||
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | $ 10 | ||
Period to exercise warrants after closing of Initial Public Offering | 12 months | |||
Period to exercise warrants after Business Combination | 30 days | |||
Expiration period of warrants | 5 years | 5 years | ||
Period to file registration statement after initial Business Combination | 20 days | |||
Period for registration statement to become effective | 60 days | |||
Class A Ordinary Share [Member] | ||||
Warrants [Abstract] | ||||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Class A Ordinary Share [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 12 | $ 12 | ||
Class A Ordinary Share [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 1 | 1 | ||
Warrants exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||
Class A Ordinary Share [Member] | Public Warrant [Member] | Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | 0.361 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Percentage multiplier | 180.00% | |||
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 | ||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Redemption period | 30 days | |||
Notice period to redeem warrants | 30 days | |||
Number of trading days to sends the notice of redemption | 3 days | |||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Share [Member] | Public Warrant [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 18 | 18 | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Warrant redemption price (in dollars per share) | $ 0.10 | 0.10 | ||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Notice period to redeem warrants | 30 days | |||
Number of trading days to sends the notice of redemption | 3 days | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Share [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 10 | 10 | ||
Trading day period to calculate volume weighted average trading price | 20 days | |||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 20,000,000 | |||
Initial Public Offering [Member] | Public Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 20,000,000 | |||
Unit price (in dollars per share) | $ 10 | |||
Initial Public Offering [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of warrants included in Unit (in shares) | 0.33 | |||
Warrants exercise price (in dollars per share) | $ 11.50 | |||
Initial Public Offering [Member] | Class A Ordinary Share [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares included in Unit (in shares) | 1 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Unit price (in dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Percentage multiplier | 115.00% | |||
Warrant redemption price (in dollars per share) | $ 18 | 18 | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Share [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Trading day period to calculate volume weighted average trading price following notice of redemption | 20 days | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Share [Member] | Public Warrant [Member] | Maximum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 9.20 | $ 9.20 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2021 |
Private Placement Warrants [Abstract] | ||||
Warrants issued (in shares) | 12,210,780 | |||
Period for warrants to become exercisable | 30 days | |||
Over-Allotment Option [Member] | ||||
Private Placement Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 10 | |||
Units issued (in shares) | 1,308,813 | |||
Private Placement Warrant [Member] | ||||
Private Placement Warrants [Abstract] | ||||
Warrants issued (in shares) | 4,933,333 | 5,107,842 | ||
Share price (in dollars per share) | $ 1.50 | |||
Gross proceeds from issuance of warrants | $ 7,400,000 | |||
Period for warrants to become exercisable | 30 days | |||
Private Placement Warrant [Member] | Over-Allotment Option [Member] | ||||
Private Placement Warrants [Abstract] | ||||
Units issued (in shares) | 174,509 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | Mar. 10, 2021shares | Feb. 23, 2021Directorshares | Jan. 12, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares |
Founder Shares [Abstract] | ||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||
Number of independent directors | Director | 3 | |||
Number of shares subject to forfeiture (in shares) | 422,797 | |||
Over-Allotment Option [Member] | ||||
Founder Shares [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Class A Ordinary Share [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Threshold trading days | 20 days | |||
Threshold consecutive trading days | 30 days | |||
Class A Ordinary Share [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 12 | |||
Threshold period after initial Business Combination | 150 days | |||
Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Number of shares subject to forfeiture (in shares) | 750,000 | |||
Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Number of shares forfeited (in shares) | 750,000 | |||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Founder Shares [Abstract] | ||||
Number of shares forfeited (in shares) | 422,797 | |||
Units issued (in shares) | 1,308,813 | |||
Sponsor [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | $ 25,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.004 | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Class B ordinary shares issued to Sponsor (in shares) | 5,750,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Stock conversion basis at time of business combination | 1 year | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Founder Shares [Abstract] | ||||
Number of shares forfeited (in shares) | 750,000 | |||
Units issued (in shares) | 1,308,813 | |||
Number of shares subject to forfeiture (in shares) | 422,797 | |||
Director One [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 20,000 | |||
Director Two [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 20,000 | |||
Director Three [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 20,000 |
Related Party Transactions, Due
Related Party Transactions, Due To Related Parties (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Due to Related Parties [Abstract] | |
Due to related parties | $ 9,058 |
Sponsor [Member] | |
Due to Related Parties [Abstract] | |
Due to related parties | 9,058 |
Related party expense | 26 |
Sponsor [Member] | Administrative Support Agreement [Member] | |
Due to Related Parties [Abstract] | |
Related party expense | $ 9,032 |
Related Party Transactions, Pro
Related Party Transactions, Promissory Note (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 |
Related Party Transactions [Abstract] | ||
Receivable from Sponsor | $ 15,771 | |
Sponsor [Member] | Promissory Note [Member] | ||
Related Party Transactions [Abstract] | ||
Proceeds from sponsor | 60,094 | |
Receivable from Sponsor | $ 15,771 | |
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Related party transaction | $ 300,000 |
Related Party Transactions, Wor
Related Party Transactions, Working Capital Loans (Details) - Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Borrowings outstanding | $ 0 |
Working Capital Loans [Member] | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Conversion Price, Price per Share | $ / shares | $ 1.50 |
Borrowings outstanding | $ 0 |
Working Capital Loans [Member] | Maximum [Member] | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Service Fee (Details) - Sponsor [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Related party expense | $ 26 |
Administrative Support Agreement [Member] | |
Related Party Transactions [Abstract] | |
Related party transaction | 10,000 |
Related party expense | $ 9,032 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 10, 2021USD ($)shares | Mar. 08, 2021USD ($)shares | Mar. 03, 2021 | Mar. 31, 2021USD ($)Demandshares | Mar. 31, 2021USD ($)Demandshares |
Registration and Shareholder Rights [Abstract] | |||||
Period for warrants to become exercisable | 30 days | ||||
Underwriting Agreement [Abstract] | |||||
Number of days to exercise over-allotment option | 45 days | ||||
Additional Units that can be purchased to cover over-allotments (in shares) | shares | 3,000,000 | 3,000,000 | |||
Underwriting discount | $ 4,000,000 | $ 4,261,764 | $ 4,261,764 | ||
Deferred underwriting discount | 7,000,000 | $ 7,458,085 | $ 7,458,085 | ||
Maximum [Member] | |||||
Registration and Shareholder Rights [Abstract] | |||||
Number of demands eligible security holder can make | Demand | 3 | 3 | |||
Period for warrants to become exercisable | 12 months | ||||
Initial Public Offering [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Underwriting discount | $ 4,000,000 | ||||
Cash underwriting discount | 2.00% | ||||
Deferred underwriting discount | 3.50% | ||||
Deferred underwriting discount | $ 7,000,000 | ||||
Units issued (in shares) | shares | 20,000,000 | ||||
Over-Allotment Option [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Underwriting discount | $ 261,764 | ||||
Deferred underwriting discount | $ 458,085 | ||||
Units issued (in shares) | shares | 1,308,813 | ||||
Over-Allotment Option [Member] | Maximum [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Units issued (in shares) | shares | 3,000,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Mar. 10, 2021shares | Mar. 31, 2021Vote$ / sharesshares |
Shareholders' Equity [Abstract] | ||
Preference shares, shares authorized (in shares) | 1,000,000 | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Preference shares, shares issued (in shares) | 0 | |
Preference shares, shares outstanding (in shares) | 0 | |
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | |
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |
Over-Allotment Option [Member] | ||
Shareholders' Equity [Abstract] | ||
Units issued (in shares) | 1,308,813 | |
Over-Allotment Option [Member] | Maximum [Member] | ||
Shareholders' Equity [Abstract] | ||
Units issued (in shares) | 3,000,000 | |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 500,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Ordinary shares, shares issued (in shares) | 2,578,982 | |
Ordinary shares, shares outstanding (in shares) | 2,578,982 | |
Common stock subject to possible redemption (in shares) | 18,729,831 | |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 50,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Ordinary shares, shares issued (in shares) | 5,750,000 | |
Ordinary shares, shares outstanding (in shares) | 5,750,000 | |
Number of votes per share | Vote | 1 | |
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | |
Class B Ordinary Shares [Member] | Maximum [Member] | ||
Shareholders' Equity [Abstract] | ||
Number of shares forfeited (in shares) | 750,000 | |
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||
Shareholders' Equity [Abstract] | ||
Number of shares forfeited (in shares) | 422,797 | |
Units issued (in shares) | 1,308,813 |