Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | VPC Impact Acquisition Holdings II | |
Entity Central Index Key | 0001840792 | |
Entity Tax Identification Number | 98-1576492 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40160 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Victory Park Capital Advisors, LLC | |
Entity Address, Address Line Two | 150 North Riverside Plaza | |
Entity Address, Address Line Three | Suite 5200 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 701-1777 | |
Document Transition Report | false | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | VPCB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,578,466 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,394,617 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Trading Symbol | VPCBU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | VPCBW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2021USD ($) | |
Current assets | ||
Cash | $ 814,218 | |
Prepaid expenses and other current assets | 1,253,606 | |
Total Current Assets | 2,067,824 | |
Marketable securities held in Trust Account | 255,788,380 | |
TOTAL ASSETS | 257,856,204 | |
Current liabilities | ||
Accrued expense and offering costs | 95,339 | |
Warrant liability | 18,986,103 | |
Deferred underwriting fee payable | 8,952,463 | |
TOTAL LIABILITIES | 28,033,905 | |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption 22,482,229 shares at $10.00 per share redemption value | 224,822,290 | |
Shareholders' Equity | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 6,609,157 | |
Accumulated deficit | (1,610,097) | |
Total Shareholders' Equity | 5,000,009 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 257,856,204 | |
Class A [Member] | ||
Shareholders' Equity | ||
Ordinary shares | 310 | |
Class B [Member] | ||
Shareholders' Equity | ||
Ordinary shares | $ 639 | [1] |
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at March 31, 2021. |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Temporary Equity, Shares Authorized | 22,482,229 |
Temporary Equity, Par Value | $ / shares | $ 10 |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Class A [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock, Shares, Issued | 3,096,237 |
Common Stock, Shares, Outstanding | 3,096,237 |
Common Stock Subject To Possible Redemption | 22,482,229 |
Class B [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares, Issued | 6,394,617 |
Common Stock, Shares, Outstanding | 6,394,617 |
Class B [Member] | Founder Shares [Member] | |
Common Stock, Shares, Outstanding | 6,394,617 |
Forfeiture of Founder Shares, Shares | 74,133 |
Common stock shares not subject to forfeiture | 769,617 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Formation and operational costs | $ 131,660 | |
Loss from operations | (131,660) | |
Other income (expense): | ||
Change in fair value of warrant liability | (872,184) | |
Transaction costs incurred in connection with warrant liability | (609,973) | |
Interest earned on marketable securities held in Trust Account | 3,720 | |
Other loss, net | (1,478,437) | |
Net Loss | (1,610,097) | |
Class A [Member] | ||
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | $ 3,720 | |
Weighted average shares outstanding | shares | 25,578,466 | |
Basic and diluted net income (loss) per share | $ / shares | $ 0 | |
Class B [Member] | ||
Loss from operations | $ (1,613,817) | |
Other income (expense): | ||
Net Loss | $ (1,610,097) | |
Weighted average shares outstanding | shares | 5,857,910 | [1] |
Basic and diluted net income (loss) per share | $ / shares | $ (0.28) | |
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at March 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding. |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) - Common Class B [Member] - shares | Jan. 15, 2021 | Mar. 31, 2021 | Jan. 14, 2021 |
Common stock shares outstanding | 6,394,617 | ||
Shares forfeited | 718,750 | ||
Founder Shares [Member] | |||
Common stock shares outstanding | 6,468,750 | 6,394,617 | 6,408,750 |
Shares forfeited | 74,133 | ||
Common stock shares not subject to forfeiture | 769,617 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Class B [Member] | Ordinary Shares [Member]Class A [Member] | Ordinary Shares [Member]Class B [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | |
Beginning balance at Jan. 12, 2021 | |||||||
Beginning balance, shares at Jan. 12, 2021 | |||||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | $ 647 | 24,353 | |||
Issuance of Class B ordinary shares to Sponsor, Shares | [1] | 6,468,750 | |||||
Sale of 25,578,466 Units, net of underwriting discounts, fair value of public warrants and offering expenses | 231,407,396 | $ 2,558 | 231,404,838 | ||||
Sale of 25,578,466 Units, net of underwriting discounts, fair value of public warrants and offering expenses, Shares | 25,578,466 | ||||||
Forfeiture of Founder Shares | $ (8) | 8 | |||||
Forfeiture of Founder Shares, Shares | (74,133) | ||||||
Ordinary shares subject to possible redemption | (224,822,290) | $ (2,248) | (224,820,042) | ||||
Ordinary shares subject to possible redemption, Shares | (22,482,229) | ||||||
Net loss | (1,610,097) | $ (1,610,097) | (1,610,097) | ||||
Ending balance at Mar. 31, 2021 | $ 5,000,009 | $ 310 | $ 639 | $ 6,609,157 | $ (1,610,097) | ||
Ending balance, shares at Mar. 31, 2021 | 3,096,237 | 6,394,617 | |||||
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at March 31, 2021. |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholders' Equity (Parenthetical) - shares | Jan. 15, 2021 | Mar. 31, 2021 | Jan. 14, 2021 |
Class A [Member] | |||
Common stock shares outstanding | 3,096,237 | ||
Class B [Member] | |||
Common stock shares outstanding | 6,394,617 | ||
Shares forfeited | 718,750 | ||
Class B [Member] | Founder Shares [Member] | |||
Common stock shares outstanding | 6,468,750 | 6,394,617 | 6,408,750 |
Shares forfeited | 74,133 | ||
Common stock shares not subject to forfeiture | 769,617 | ||
Ordinary Shares [Member] | Class A [Member] | |||
Number of units sold | 25,578,466 | ||
Ordinary Shares [Member] | Class B [Member] | |||
Shares forfeited | (74,133) |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (1,610,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation cost paid by Sponsor in exchange for issuance of founder shares | 5,000 |
Interest earned on marketable securities held in Trust Account | (3,720) |
Changes in fair value of warrant liability | 872,184 |
Transaction costs incurred in connection with warrants | 609,973 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,253,606) |
Accrued expenses | 70,939 |
Net cash used in operating activities | (1,309,327) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (255,784,660) |
Net cash used in investing activities | (255,784,660) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 250,668,967 |
Proceeds from sale of Private Placements Warrants | 7,690,693 |
Repayment of promissory note - related party | (93,142) |
Payment of offering costs | (358,313) |
Net cash provided by financing activities | 257,908,205 |
Net Change in Cash | 814,218 |
Cash – Beginning of period | 0 |
Cash – End of period | 814,218 |
Non-Cash investing and financing activities: | |
Offering costs included in accrued offering costs | 24,400 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 20,000 |
Offering costs paid through promissory note | 93,142 |
Initial classification of Class A ordinary shares subject to possible redemption | 224,433,090 |
Change in value of Class A ordinary shares subject to possible redemption | 389,200 |
Deferred underwriting fee payable | $ 8,952,463 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS VPC Impact Acquisition Holdings II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was formed for the purpose of effecting a merger, share capital, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 13, 2021 (inception) through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021 the Company consummated the Initial Public Offering of 25,578,466 units (the “Units”) which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,078,466 Units, at $10.00 per Unit, generating gross proceeds of $255,784,660, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,127,129 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor II, LLC (the “Sponsor”), generating gross proceeds of $7,690,693, which is described in Note 4. Transaction costs amounted to $14,564,011, consisting of $5,115,693 of underwriting fees, $8,952,463 of deferred underwriting fees and $495,855 of other offering costs. In addition, at March 9, 2021 cash of $789,218 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $255,784,660 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor and certain of the Company’s officers and directors (the “initial shareholders”) have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial a per-share The Company will have until March 9, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares, in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 8, 2021. The interim results for the period ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 in its operating account as of March 31, 2021. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $13,954,038 were charged to shareholders’ equity or period expense upon the completion of the Initial Public Offering, and $609,973 of the offering costs were related to the warrant liabilities and charged to the statement of operations. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 22,482,229 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss per Ordinary Share Net income loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants to purchase 11,571,746 Class A ordinary share issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 3,720 Net Earnings $ 3,720 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 25,578,466 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (1,610,097 ) Redeemable Net Earnings (3,720 ) Non-Redeemable $ (1,613,817 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,857,910 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (0.28 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement Of Previously Issued Financial Statement | NOTE 2A — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 3) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In a On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 9, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously Restatement As Restated Balance sheet as of March 9, 2021 (audited) Total Liabilities $ 8,976,863 $ 19,498,244 $ 28,475,107 Class A Ordinary Shares Subject to Possible Redemption 243,931,340 (19,498,244 ) 224,433,096 Class A Ordinary Shares 119 195 314 Additional Paid-in Capital 5,004,244 1,994,103 6,998,347 Accumulated Deficit (4,999 ) (1,994,298 ) (1,999,297 ) Number of Class A Ordinary Shares Subject to Possible Redemption 24,393,134 (1,949,824 ) 22,443,310 |
Initial Public offering
Initial Public offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,578,466 Units which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,078,466 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,127,129 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,690,693.50. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 14, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On January 15, 2021, the Sponsor forfeited 718,750 Founder Shares back to the Company for no consideration, resulting in an aggregate of 6,468,750 Founder Shares outstanding. On January 18, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, any 30-trading Promissory Note — Related Party On January 14, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 13, 2021 (Inception) through March 31, 2021, the Company incurred and accrued $10,000 in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on March 4, 2021, 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 the Working Capital Loans) are entitled to registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,952,463 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' equity | NOTE 7. STOCKHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one one-for-one |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liability | NOTE 8. WARRANT LIABILITY As of March 31, 2021, there are 6,394,617 Public Warrants outstanding and 5,127,129 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best 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 best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a 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. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • 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 any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. At March 31, 2021, there were 5,127,129 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2021, assets held in the Trust Account were comprised of $255,788,380 in Money Market Funds which are invested primarily in U.S. Treasury Securities. During the period ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 255,788,380 Liabilities: Warrant liability – Public Warrants 1 $ 10,167,441 Warrant liability – Private Placement Warrants 3 8,812,662 As of March 31, 2021, the carrying values of prepaid expenses, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021. The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) March 31, 2021 Input Public Warrants Private Warrants Private Warrants Stock Price $ 10.00 $ 9.59 $ 9.46 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 26.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 1.34 % The following table presents the changes in the fair value of warrant liabilities: Private Placement(1) Public Warrant Liabilities Fair value as of January 13, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 9,075,018 10,423,226 19,498,244 Change in valuation inputs or other assumptions (256,356 ) (255,785 ) (512,141 ) Fair value as of March 31, 2021 $ 8,818,662 $ 10,167,441 $ 18,986,103 (1) As a result of the difference in fair value of $1.77 per share of the Private Placement warrants and the purchase of $1.50 per share (see Note 5), the Company recorded a charge of $1.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 8, 2021. The interim results for the period ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 in its operating account as of March 31, 2021. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $13,954,038 were charged to shareholders’ equity or period expense upon the completion of the Initial Public Offering, and $609,973 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 22,482,229 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net income loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants to purchase 11,571,746 Class A ordinary share issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 3,720 Net Earnings $ 3,720 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 25,578,466 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (1,610,097 ) Redeemable Net Earnings (3,720 ) Non-Redeemable $ (1,613,817 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,857,910 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (0.28 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 3,720 Net Earnings $ 3,720 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 25,578,466 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (1,610,097 ) Redeemable Net Earnings (3,720 ) Non-Redeemable $ (1,613,817 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,857,910 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (0.28 ) |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Schedule Of Warrants Components Of Equity | The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously Restatement As Restated Balance sheet as of March 9, 2021 (audited) Total Liabilities $ 8,976,863 $ 19,498,244 $ 28,475,107 Class A Ordinary Shares Subject to Possible Redemption 243,931,340 (19,498,244 ) 224,433,096 Class A Ordinary Shares 119 195 314 Additional Paid-in Capital 5,004,244 1,994,103 6,998,347 Accumulated Deficit (4,999 ) (1,994,298 ) (1,999,297 ) Number of Class A Ordinary Shares Subject to Possible Redemption 24,393,134 (1,949,824 ) 22,443,310 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 255,788,380 Liabilities: Warrant liability – Public Warrants 1 $ 10,167,441 Warrant liability – Private Placement Warrants 3 8,812,662 | |
Summary of public warrants and the black-scholes-merton model | The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) March 31, 2021 Input Public Warrants Private Warrants Private Warrants Stock Price $ 10.00 $ 9.59 $ 9.46 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 26.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 1.34 % | |
Summary of changes in fair value of the warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement(1) Public Warrant Liabilities Fair value as of January 13, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 9,075,018 10,423,226 19,498,244 Change in valuation inputs or other assumptions (256,356 ) (255,785 ) (512,141 ) Fair value as of March 31, 2021 $ 8,818,662 $ 10,167,441 $ 18,986,103 (1) As a result of the difference in fair value of $1.77 per share of the Private Placement warrants and the purchase of $1.50 per share (see Note 5), the Company recorded a charge of $1.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations. |
Organization and Plan of Busi_2
Organization and Plan of Business Operations - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 | Jan. 12, 2021 |
Number of units issued | $ 231,407,396 | ||
Proceeds from warrants issued | 7,690,693 | ||
Stock issued, transaction costs | $ 14,564,011 | ||
Underwriting fees | 5,115,693 | ||
Deferred underwriting fees | 8,952,463 | ||
Other offering costs | 495,855 | ||
Cash | 789,218 | $ 814,218 | $ 0 |
Investments in Trust Account | 255,784,660 | ||
Percentage Of Assets Held in Trust Account | 80.00% | ||
Percent Of Shares Restricted For Redemption | 15.00% | ||
Minimum Net Tangible Assets Required For Business Combination | $ 5,000,001 | ||
Percent of Shares Redeemable | 100.00% | ||
Interest On Dissolution Expenses | $ 100,000 | ||
Trust Account member [Member] | |||
Share Price | $ 10 | ||
Minimum [Member] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Share Price | $ 10 | ||
Minimum [Member] | Trust Account member [Member] | |||
Share Price | $ 10 | ||
IPO [Member] | |||
Number of units issued | 25,578,466 | $ 25,578,466 | |
Gross proceeds from units issued | $ 255,784,660 | ||
Shares issued, price per share | $ 10 | ||
Private Placement Warrants [Member] | |||
Number of warrants issued | 5,127,129 | ||
Number of warrants issued, price per share | $ 1.50 | ||
Proceeds from warrants issued | $ 7,690,693 | ||
Over-Allotment Option [Member] | |||
Number of units issued | $ 3,078,466 | $ 3,078,466 | |
Shares issued, price per share | $ 10 | $ 10 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Cash equivalents | $ 0 |
Offering costs charged to equity | 13,954,038 |
Unrecognized Tax Benefits | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 |
FDIC Insured Amount | 250,000 |
Transaction costs allocable to warrant liabilities | $ 609,973 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 11,571,746 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Redeemable Class A Ordinary Shares | ||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income | $ 3,720 | |
Numerator: Net Loss minus Redeemable Net Earnings | ||
Net Loss | (1,610,097) | |
Non-Redeemable Net Loss | (131,660) | |
Common Class A [Member] | ||
Redeemable Class A Ordinary Shares | ||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income | 3,720 | |
Net Earnings | $ 3,720 | |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||
Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 25,578,466 | |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ 0 | |
Numerator: Net Loss minus Redeemable Net Earnings | ||
Redeemable Net Earnings | $ 3,720 | |
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares | ||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares | 25,578,466 | |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ 0 | |
Common Class B [Member] | ||
Redeemable Class A Ordinary Shares | ||
Net Earnings | $ (3,720) | |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||
Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 5,857,910 | [1] |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ (0.28) | |
Numerator: Net Loss minus Redeemable Net Earnings | ||
Net Loss | $ (1,610,097) | |
Redeemable Net Earnings | (3,720) | |
Non-Redeemable Net Loss | $ (1,613,817) | |
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares | ||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares | 5,857,910 | [1] |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ (0.28) | |
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at March 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding. |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statement - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Minimum Percentage Of Outstanding Single Class Shares Required To Accept Tender | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statement - Schedule of Warrants Components of Equity (Detail) - USD ($) | Mar. 31, 2021 | Mar. 09, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total Liabilities | $ 28,033,905 | |
Class A Ordinary Shares Subject to Possible Redemption | 224,822,290 | |
Additional Paid-in Capital | 6,609,157 | |
Accumulated Deficit | (1,610,097) | |
Common Class A [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class A Ordinary Shares | $ 310 | |
Number of Class A Ordinary Shares Subject to Possible Redemption | 22,482,229 | |
As Previously Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total Liabilities | $ 8,976,863 | |
Additional Paid-in Capital | 5,004,244 | |
Accumulated Deficit | (4,999) | |
As Previously Reported [Member] | Common Class A [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class A Ordinary Shares Subject to Possible Redemption | 243,931,340 | |
Class A Ordinary Shares | $ 119 | |
Number of Class A Ordinary Shares Subject to Possible Redemption | 24,393,134 | |
Restatement [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total Liabilities | $ 19,498,244 | |
Additional Paid-in Capital | 1,994,103 | |
Accumulated Deficit | (1,994,298) | |
Restatement [Member] | Common Class A [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class A Ordinary Shares Subject to Possible Redemption | (19,498,244) | |
Class A Ordinary Shares | $ 195 | |
Number of Class A Ordinary Shares Subject to Possible Redemption | (1,949,824) | |
As Restated [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total Liabilities | $ 28,475,107 | |
Additional Paid-in Capital | 6,998,347 | |
Accumulated Deficit | (1,999,297) | |
As Restated [Member] | Common Class A [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class A Ordinary Shares Subject to Possible Redemption | 224,433,096 | |
Class A Ordinary Shares | $ 314 | |
Number of Class A Ordinary Shares Subject to Possible Redemption | 22,443,310 |
Initial Public offering - Addit
Initial Public offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 |
Disclosure Of Initial Public Offer [Line Items] | ||
Number of units issued | $ 231,407,396 | |
Exercise price of warrants | $ 11.50 | |
Public Warrants [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
IPO [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Number of units issued | $ 25,578,466 | $ 25,578,466 |
Shares issued, price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Number of units issued | $ 3,078,466 | $ 3,078,466 |
Shares issued, price per share | $ 10 | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Private Placement [Line Items] | |
Proceeds from warrants issued | $ | $ 7,690,693 |
Exercise price of warrants | $ / shares | $ 11.50 |
Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Proceeds from warrants issued | $ | $ 7,690,693.50 |
Private Placement Warrants [Member] | Private Placement [Member] | |
Private Placement [Line Items] | |
Number of warrants issued | shares | 5,127,129 |
Number of warrants issued, price per share | $ / shares | $ 1.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 04, 2021 | Jan. 15, 2021 | Jan. 14, 2021 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Stock shares issued during the period value for services rendered | [1] | $ 25,000 | ||||
Repayment of promissory note | $ 93,142 | |||||
Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share Price | $ 10 | |||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Working capital loan convertible into warrants | $ 1,500,000 | |||||
Debt instrument conversion price | $ 1.50 | |||||
Working capital loans outstanding | $ 0 | |||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction expenses | $ 10,000 | $ 10,000 | ||||
Sponsor [Member] | Related Party Loan [Member] | Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory Note face amount | $ 300,000 | |||||
Repayment of promissory note | $ 93,142 | |||||
Debt Instrument maturity date description | The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. | |||||
Debt instrument maturity date | Dec. 31, 2021 | |||||
Founder Shares [Member] | Lock In Period One [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lock in period after business combination founder shares | 1 year | |||||
Founder Shares [Member] | Lock In Period Two [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lock in period after business combination founder shares | 150 days | |||||
Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding | 3,096,237 | |||||
Class A [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of common stock shares outstanding | 20.00% | |||||
Number of consecutive trading days for determining the share price | 20 days | |||||
Number of trading days for determining the share price | 30 days | |||||
Class A [Member] | Founder Shares [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share Price | $ 12 | |||||
Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding | 6,394,617 | |||||
Shares forfeited | 718,750 | |||||
Share based compensation other than employee stock scheme shares forfeited during the period | 718,750 | |||||
Class B [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock shares issued during the period shares for services rendered | 7,187,500 | |||||
Stock shares issued during the period value for services rendered | $ 25,000 | |||||
Common stock shares outstanding | 6,468,750 | 6,408,750 | 6,394,617 | |||
Common stock share subject to forfeiture | 843,750 | |||||
Percentage of common stock shares outstanding | 20.00% | |||||
Shares forfeited | 74,133 | |||||
Common stock shares not subject to forfeiture | 769,617 | |||||
Share based compensation other than employee stock scheme shares forfeited during the period | 74,133 | |||||
Class B [Member] | Founder Shares [Member] | Board Of Directors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred to related party | 60,000 | |||||
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at March 31, 2021. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 31, 2021USD ($)$ / shares |
Commitments And Contingencies [Line Items] | |
Deferred underwriting fee payable | $ 8,952,463 |
Underwriting Agreement [Member] | |
Commitments And Contingencies [Line Items] | |
Deferred underwriting fee payable per share | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ 8,952,463 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Jan. 15, 2021 | Jan. 14, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Preferred stock shares authorized | 5,000,000 | ||
Preferred Stock par or stated value per share | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | ||
Preferred Stock, Shares Outstanding | 0 | ||
Class A [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Common Stock, Shares Authorized | 500,000,000 | ||
Common stock description of voting rights | one vote | ||
Common Stock, Par Value | $ 0.0001 | ||
Common Stock, Shares, Issued | 3,096,237 | ||
Common Stock, Shares, Outstanding | 3,096,237 | ||
Temporary equity shares outstanding | 22,482,229 | ||
Class A [Member] | Founder Shares [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Percentage of common stock shares outstanding | 20.00% | ||
Class B [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Common Stock, Shares Authorized | 50,000,000 | ||
Common stock description of voting rights | one vote | ||
Common Stock, Par Value | $ 0.0001 | ||
Common Stock, Shares, Issued | 6,394,617 | ||
Common Stock, Shares, Outstanding | 6,394,617 | ||
Class B [Member] | Founder Shares [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Common Stock, Shares, Outstanding | 6,394,617 | 6,468,750 | 6,408,750 |
Percentage of common stock shares outstanding | 20.00% |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights term | 5 years |
Sale of stock issue price per share | $ 9.20 |
Private Placement Warrants [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants outstanding | shares | 5,127,129 |
Public Warrants [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants outstanding | shares | 6,394,617 |
Event Trigerring The Value Of Warrants [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Share Price | $ 9.20 |
Number of consecutive trading days for determining the share price | 10 days |
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% |
Event Trigerring The Value Of Warrants [Member] | Market Value [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Redemption price of warrants in percentage | 115.00% |
Redemption price of common stock percentage | 180.00% |
Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Redemption price of warrants in percentage | 115.00% |
Redemption price of common stock percentage | 180.00% |
Minimum [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Share Price | $ 10 |
Triggering Share Price One [Member] | Maximum [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Share Price | $ 18 |
Number of consecutive trading days for determining the share price | 30 days |
Number of trading days for determining the share price | 20 days |
Triggering Share Price One [Member] | Minimum [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Share Price | $ 18 |
Number of days of notice to be given for the redemption of warrants | 30 days |
Number of consecutive trading days for determining the share price | 20 days |
Number of trading days for determining the share price | 30 days |
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days |
Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights redemption price | $ 0.01 |
Triggering Share Price Two [Member] | Minimum [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Share Price | $ 10 |
Number of days of notice to be given for the redemption of warrants | 30 days |
Number of consecutive trading days for determining the share price | 20 days |
Number of trading days for determining the share price | 30 days |
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days |
Triggering Share Price Two [Member] | Minimum [Member] | Warrant Redemption Price Two [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights redemption price | $ 0.10 |
Warrant Excercise Period One [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights number of days from the closure of business combination within which exercising can be done | 30 days |
Warrant Excercise Period Two [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights number of days from the closure of business combination within which exercising can be done | 1 year |
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights lock in period | 30 days |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2021 | Mar. 09, 2021 |
Assets: | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 255,784,660 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 255,788,380 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 10,167,441 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 8,812,662 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Public Warrants and the Black-Scholes-Merton model (Detail) | Mar. 31, 2021yr | Jan. 12, 2021yr |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.46 | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 26 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.34 | |
Public Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | |
Public Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | |
Public Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 26.9 | |
Public Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | |
Public Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Public Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.21 | |
Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.59 | |
Private Placement Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | |
Private Placement Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 26 | |
Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | |
Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Private Placement Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.21 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 13, 2021 (inception) | $ 0 |
Initial measurement on March 9, 2021 | 19,498,244 |
Change in valuation inputs or other assumptions | (512,141) |
Fair value as of March 31, 2021 | 18,986,103 |
Private Placement Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 13, 2021 (inception) | 0 |
Private Placement Warrants [Member] | Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on March 9, 2021 | 9,075,018 |
Change in valuation inputs or other assumptions | (256,356) |
Fair value as of March 31, 2021 | 8,818,662 |
Public Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 13, 2021 (inception) | 0 |
Public Warrants [Member] | Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on March 9, 2021 | 10,423,226 |
Change in valuation inputs or other assumptions | (255,785) |
Fair value as of March 31, 2021 | $ 10,167,441 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Changes in fair value of warrant liability | $ | $ 872,184 |
Private Placement Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Warrant exercise price decrease | $ / shares | $ 1.77 |
Class of warrant or right price per warrant | $ / shares | $ 1.50 |
Changes in fair value of warrant liability | $ | $ 1,400,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in trust non current | $ 255,788,380 |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in trust non current | $ 255,788,380 |