Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 19, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40196 | |
Entity Registrant Name | L Catterton Asia Acquisition Corp | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 98-1577355 | |
Entity Address, Address Line One | 8 Marina View | |
Entity Address, Address Line Two | Asia Square Tower 1 | |
Entity Address, Address Line Three | 41-03 | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 018960 | |
City Area Code | 65 | |
Local Phone Number | 6672 7600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001841024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | LCAAU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | LCAA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 28,650,874 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.50 per share | |
Trading Symbol | LCAAW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,162,718 |
CONDENSED BALANCE SHEET (UNAUDI
CONDENSED BALANCE SHEET (UNAUDITED) | Sep. 30, 2021USD ($) |
Current assets | |
Cash | $ 684,317 |
Prepaid expenses | 448,447 |
Total current assets | 1,132,764 |
Other assets | 189,984 |
Cash and securities held in Trust Account | 286,525,645 |
Total Assets | 287,848,393 |
Liabilities and Shareholders' Deficit | |
Accounts payable and accrued expenses | 46,610 |
Due to related party | 40,000 |
Total current liabilities | 86,610 |
Deferred underwriting fee | 10,027,806 |
Warrant liability | 10,525,952 |
Total liabilities | 20,640,368 |
Commitments and Contingencies (Note 7) | |
Shareholders' Deficit: | |
Preferred share, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | |
Accumulated Deficit | (19,318,337) |
Total shareholders' deficit | (19,317,620) |
Total Liabilities and Shareholders' Deficit | 287,848,393 |
Class A common stock subject to redemption | |
Liabilities and Shareholders' Deficit | |
Class A Ordinary shares subject to possible redemption, 28,650,874 shares at redemption value | 286,525,645 |
Class B Ordinary shares | |
Shareholders' Deficit: | |
Ordinary shares | $ 717 |
CONDENSED BALANCE SHEET (UNAU_2
CONDENSED BALANCE SHEET (UNAUDITED) (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Ordinary shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 200,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class A common stock subject to redemption | |
Number of shares subject to redemption | 28,650,874 |
Class B Ordinary shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 7,162,718 |
Common shares, shares outstanding | 7,162,718 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation and operating costs | $ 229,110 | $ 578,966 |
Loss from Operations | (229,110) | (578,966) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 3,686 | 16,904 |
Offering costs allocated to warrants | (695,493) | |
Change in fair value of warrant liability | 3,759,269 | 8,568,615 |
Total other income | 3,762,955 | 7,890,026 |
Net income | 3,533,845 | 7,311,060 |
Class A Ordinary shares | ||
Other income (expense): | ||
Net income | $ 2,827,076 | $ 5,547,026 |
Weighted average shares outstanding basic | 28,650,874 | 21,179,617 |
Weighted average shares outstanding diluted | 28,650,874 | 21,179,617 |
Basic net income per share | $ 0.10 | $ 0.26 |
Diluted net income per share | $ 0.10 | $ 0.26 |
Class B Ordinary shares | ||
Other income (expense): | ||
Net income | $ 706,769 | $ 1,764,034 |
Weighted average shares outstanding basic | 7,162,718 | 6,735,424 |
Weighted average shares outstanding diluted | 7,162,718 | 6,735,424 |
Basic net income per share | $ 0.10 | $ 0.26 |
Diluted net income per share | $ 0.10 | $ 0.26 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Class A Ordinary shares | Class B Ordinary sharesCommon Stock | Class B Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 04, 2021 | $ 0 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Class B ordinary shares issued to Sponsor | $ 719 | 24,281 | 0 | $ 25,000 | ||
Class B ordinary shares issued to Sponsor (in shares) | 7,187,500 | |||||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants | $ 2,865 | 258,602,849 | 0 | 258,605,714 | ||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 28,650,874 | |||||
Proceeds received in excess of fair value of Private Placement Warrants | 1,266,251 | 0 | 1,266,251 | |||
Net income (loss) | 0 | (1,090,322) | (1,090,322) | |||
Ordinary shares subject to possible redemption | $ (2,865) | (259,893,381) | (26,615,472) | (286,511,718) | ||
Ordinary shares subject to possible redemption (in shares) | (28,650,874) | |||||
Balance at the end at Mar. 31, 2021 | 719 | 0 | (27,705,794) | (27,705,075) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 7,187,500 | ||||
Balance at the beginning at Jan. 04, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 5,547,026 | $ 1,764,034 | 7,311,060 | |||
Balance at the end at Sep. 30, 2021 | 717 | 0 | (19,318,337) | (19,317,620) | ||
Balance at the end (in shares) at Sep. 30, 2021 | 7,162,718 | |||||
Balance at the beginning at Mar. 31, 2021 | 719 | 0 | (27,705,794) | (27,705,075) | ||
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 0 | 4,867,537 | 4,867,537 | |||
Forfeiture of Class B common stock held by initial stockholders | (2) | 0 | 2 | |||
Forfeiture of Class B common stock held by initial stockholders (in shares) | (24,782) | |||||
Ordinary shares subject to possible redemption | 0 | (10,241) | (10,241) | |||
Balance at the end at Jun. 30, 2021 | 717 | 0 | (22,848,496) | (22,847,779) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 7,162,718 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 2,827,076 | $ 706,769 | 0 | 3,533,845 | 3,533,845 | |
Ordinary shares subject to possible redemption | 0 | (3,686) | (3,686) | |||
Balance at the end at Sep. 30, 2021 | $ 717 | $ 0 | $ (19,318,337) | $ (19,317,620) | ||
Balance at the end (in shares) at Sep. 30, 2021 | 7,162,718 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
Class A Ordinary shares | |
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 28,650,874 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net Income | $ 7,311,060 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (16,904) |
Offering costs allocated to warrants | 695,493 |
Change in fair value of warrant liability | (8,568,615) |
Changes in operating assets and liabilities: | |
Prepaid assets | (448,447) |
Other assets | (189,984) |
Accounts payable and accrued expenses | 46,610 |
Due to related party | 40,000 |
Net cash used in operating activities | (1,130,787) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (286,508,741) |
Net cash used in investing activities | (286,508,741) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discount | 280,778,566 |
Proceeds from sale of Private Placement Warrants | 8,230,176 |
Payment of offering costs | (709,897) |
Net cash provided by financing activities | 288,323,845 |
Net change in cash | 684,317 |
Cash, end of the period | 684,317 |
Supplemental disclosure of cash flow information: | |
Offering costs paid by Sponsor on behalf of the Compan | 80,000 |
Change in value of ordinary shares subject to possible redemption | 16,905 |
Deferred underwriters' discount payable charged to additional paid-in capital | $ 10,027,806 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations L Catterton Asia Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 5, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2021 (the “Effective Date”). On March 15, 2021, the Company consummated the IPO of 25,000,000 units ((the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 5. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per whole share. Simultaneously with the closing of the IPO, the Company consummated the issuance and sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to LCA Acquisition Sponsor, LP, a Cayman Islands limited partnership (the “Sponsor”), generating gross proceeds of $7,500,000, which is discussed in Note 6. On March 24, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,650,874 Over-Allotment Units, generating an aggregate of gross proceeds of $36,508,740, and incurred $730,175 in cash underwriting fees. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the sale of an aggregate of an additional 486,784 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Warrant, generating gross proceeds of $730,176. Transaction costs of the IPO and the over-allotment amounted to $16,467,878 consisting of $5,730,175 of underwriting discount, $10,027,806 of deferred underwriting discount, and $709,897 of other offering costs. Of the total transaction costs of $16,467,878, $695,493 was allocated to expense associated with the warrant liability. Following the closing of the IPO on March 15, 2021, and closing of the over-allotment on March 24, 2021, $286,508,741 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and over-allotment, and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “investment company act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (i) to the Company, until the completion of the initial Business Combination, or (ii) to the Company’s Public Shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination prior to March 15, 2023 (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (c) the redemption of the Public Shares if the Company has not consummated its Business Combination with the Combination Period, subject to applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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 all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two If the Company is unable to complete a Business Combination during the Combination Period or during any extension 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 The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $0.7 million in its operating bank account, and working capital of approximately $1.0 million. The Company’s liquidity needs up to March 15, 2021 were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 7) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 and offering costs and expenses paid for by related parties (see Note 7). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan. The Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Based on the foregoing, management concluded that there is substantial doubt about the Company’s ability to continue as a going concern, however, the Company has obtained commitment from the Sponsor to fund any working capital needs of the Company at least one year from the issuance of these financial statements, alleviating the substantial doubt. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Financial Statements. | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report. Impact of the Restatement The impact to the balance sheet as of March 15, 2021, the balance sheet as of March 31, 2021 and the balance sheet as of June 30, 2021 is presented below: As Reported Adjustment As Restated Balance Sheet as of March 15, 2021 (as restated in footnote 2 of form 10Q filed on June 4, 2021) Ordinary shares subject to possible redemption $ 221,123,278 $ 28,876,722 $ 250,000,000 Class A Ordinary shares, $0.0001 par value 289 (289) — Class B Ordinary shares, $0.0001 par value 719 — 719 Additional Paid in Capital 5,658,175 (5,658,175) — Accumulated Deficit (659,180) (23,218,258) (23,877,438) Total Stockholders' Equity (Deficit) $ 5,000,003 $ (28,876,722) $ (23,876,719) Number of shares subject to redemption 22,112,328 2,887,672 25,000,000 Balance Sheet as of March 31, 2021 (per form 10-Q filed on June 4, 2021) Ordinary shares subject to possible redemption $ 253,806,640 $ 32,705,078 $ 286,511,718 Class A Ordinary shares, $0.0001 par value 327 (327) — Class B Ordinary shares, $0.0001 par value 719 — 719 Additional Paid in Capital 6,089,279 (6,089,279) — Accumulated Deficit (1,090,322) (26,615,472) (27,705,794) Total Stockholders' Equity (Deficit) $ 5,000,003 $ (32,705,078) $ (27,705,075) Number of shares subject to redemption 25,380,664 3,270,210 28,650,874 Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 11, 2021) Ordinary shares subject to possible redemption $ 258,674,179 $ 27,847,780 $ 286,521,959 Class A Ordinary shares, $0.0001 par value 278 (278) — Class B Ordinary shares, $0.0001 par value 717 — 717 Additional Paid in Capital 1,221,791 (1,221,791) 2 Retained Earnings (Accumulated Deficit) 3,777,215 (26,625,711) (22,848,498) Total Stockholders' Equity (Deficit) $ 5,000,001 $ (27,847,780) $ (22,847,779) Number of shares subject to redemption 25,867,418 2,783,456 28,650,874 The impact to the Statement of Operations for the three months ended March 31, 2021 and the Statements of Operations for the three months and six months ended of June 30, 2021 is presented below: As Reported Adjustment As Restated Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on June 4, 2021) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 23,666,384 (18,384,907) 5,281,477 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ (0.10) $ (0.10) Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares 6,999,117 (1,172,934) 5,826,183 Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares $ (0.16) $ 0.06 $ (0.10) Statement of Operations for the three months ended June 30, 2021 (per form 10Q filed on August 11, 2021) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 25,386,013 3,264,861 28,650,874 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ 0.14 $ 0.14 Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares 10,427,579 (3,264,861) 7,162,718 Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares $ 0.47 $ (0.33) $ 0.14 Statement of Operations for the six months ended June 30, 2021 (per form 10Q filed on August 11, 2021) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 25,115,331 (7,819,079) 17,296,252 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ 0.16 $ 0.16 Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares 8,834,352 (2,321,024) 6,513,328 Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares $ 0.43 $ (0.27) $ 0.16 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 5, Note 6 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs of the IPO, including the partial exercise of the over-allotment, amounted to $16,467,878, of which $695,493 were allocated to expense associated with the warrant liability. Ordinary shares Subject to Possible Redemption All of the Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, all Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,174 ordinary shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Common Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per ordinary share is calculated as follows: Nine Months Three Months Ended Ended September 30, September 30, 2021 2021 Class A Common Stock Net income allocable to Class A common stock $ 2,827,076 $ 5,547,026 Basic and diluted weighted average shares outstanding 28,650,874 21,179,617 Basic and diluted net income per share $ 0.10 $ 0.26 Class B Common Stock Net income allocable to Class B common stock $ 706,769 $ 1,764,034 Weighted average shares outstanding, basic and diluted 7,162,718 6,735,424 Basic and diluted net income per common share $ 0.10 $ 0.26 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. 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 balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 4 — Initial Public Offering Public Units On March 15, 2021, the Company sold 25,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45 -day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. On March 24, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,650,874 Over-Allotment Units, generating an aggregate of gross proceeds of $36,508,740. Each Unit consists of one Class A ordinary shares, and one-third of one redeemable warrant to purchase one Class A ordinary shares (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary shares at a price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable at $11.50 per share on the later of twelve months from the closing of the IPO and 30 days after the completion of the initial Business Combination. Only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its Sponsors, or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above 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 described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement. | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000, in a private placement. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the sale of an additional 486,784 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Warrant, generating gross proceeds of $730,176. A portion of the proceeds from the sales of Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described in Note 5) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 6 — Founder Shares On January 12, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. On March 24, 2021, the Underwriters partially exercised the over-allotment option which resulted in 912,719 of the Founder Shares no longer subject to forfeiture. On April 24, 2021, the underwriters’ over-allotment option to purchase up to an additional 99,126 additional units expired, having not been exercised, and accordingly, 24,782 Class B ordinary shares were forfeited by the Company’s initial shareholders for no consideration. The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any Founder Shares. Due to Related Party Commencing on the date the securities of the Company were first listed on the Nasdaq Capital Market, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services incurred on behalf of members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. A total of $65,000 has been incurred as of September 30, 2021. As of September 30, 2021, the Company also paid the Sponsor $79,992 for offering costs paid on behalf of the Company. Due to related party as of September 30, 2021 amounts to $40,000. Promissory Note — Related Party On January 11, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the IPO. The Company did not draw down any amounts under the promissory note. The Sponsor instead made payments for offering costs on behalf of the Company which is recorded as due to related party. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day option from March 15, 2021 to purchase up to an additional 3,750,000 units to cover over-allotments, if any. On March 24, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,650,874 Over-Allotment Units. The underwriters did not exercise their remaining option, which expired on April 24, 2021. On March 15, 2021, the Company paid an underwriting discount of $5,000,000, and on March 24, 2021, the Company paid an additional underwriting discount of $730,175 for over-allotment units sold. Additionally, the underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO and over-allotment, or $10,027,806 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. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8 — Shareholders’ Equity Preference Shares outstanding Class A Ordinary shares issued Class B Ordinary shares issued Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to our Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 286,525,645 $ 286,525,645 $ — $ — Liabilities: Public Warrants Liability $ 6,685,203 6,685,203 — $ — Private Placement Warrants Liability 3,840,749 — — 3,840,749 $ 10,525,952 $ 6,685,203 $ — $ 3,840,749 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. The Company established the initial fair value of the Public Warrants and Private Warrants on March 15, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of September 30, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of September 30, 2021 due to the use of unobservable inputs. In the period ending June 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants. Transfers between levels are recorded at the end of each reporting period. The following table presents the changes in the fair value of the Level 3 liabilities: Warrant Liabilities Fair Value as of January 5, 2021 (inception) $ — Initial measurement on March 15, 2021 16,893,332 Initial fair value of warrants issued at over-allotment exercise 2,201,235 Change in fair value of warrants 333,333 Fair value at March 31, 2021 $ 19,427,900 Change in fair value of warrants (5,142,679) Reclassification of public warrants to Level 1 (9,072,776) Fair value at June 30, 2021 $ 5,212,445 Change in fair value of private warrants (1,371,696) Fair value at September 30, 2021 $ 3,840,749 The key inputs into the Monte Carlo simulation as of September 30, 2021 were as follows: (Initial Measurement) Inputs March 15, 2021 September 30, 2021 Risk-free interest rate 1.05 % 1.05 % Expected term remaining (years) 6.00 5.46 Expected volatility 19.0 % 13.9 % Share price $ 10.00 $ 9.73 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
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 financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 5, Note 6 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs of the IPO, including the partial exercise of the over-allotment, amounted to $16,467,878, of which $695,493 were allocated to expense associated with the warrant liability. |
Ordinary shares Subject to Possible Redemption | Ordinary shares Subject to Possible Redemption All of the Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, all Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income Per Share | Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,174 ordinary shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Common Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per ordinary share is calculated as follows: Nine Months Three Months Ended Ended September 30, September 30, 2021 2021 Class A Common Stock Net income allocable to Class A common stock $ 2,827,076 $ 5,547,026 Basic and diluted weighted average shares outstanding 28,650,874 21,179,617 Basic and diluted net income per share $ 0.10 $ 0.26 Class B Common Stock Net income allocable to Class B common stock $ 706,769 $ 1,764,034 Weighted average shares outstanding, basic and diluted 7,162,718 6,735,424 Basic and diluted net income per common share $ 0.10 $ 0.26 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
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 balance sheet, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Financial Statements. | |
Summarizes the effect of the correction on each financial statement line item | As Reported Adjustment As Restated Balance Sheet as of March 15, 2021 (as restated in footnote 2 of form 10Q filed on June 4, 2021) Ordinary shares subject to possible redemption $ 221,123,278 $ 28,876,722 $ 250,000,000 Class A Ordinary shares, $0.0001 par value 289 (289) — Class B Ordinary shares, $0.0001 par value 719 — 719 Additional Paid in Capital 5,658,175 (5,658,175) — Accumulated Deficit (659,180) (23,218,258) (23,877,438) Total Stockholders' Equity (Deficit) $ 5,000,003 $ (28,876,722) $ (23,876,719) Number of shares subject to redemption 22,112,328 2,887,672 25,000,000 Balance Sheet as of March 31, 2021 (per form 10-Q filed on June 4, 2021) Ordinary shares subject to possible redemption $ 253,806,640 $ 32,705,078 $ 286,511,718 Class A Ordinary shares, $0.0001 par value 327 (327) — Class B Ordinary shares, $0.0001 par value 719 — 719 Additional Paid in Capital 6,089,279 (6,089,279) — Accumulated Deficit (1,090,322) (26,615,472) (27,705,794) Total Stockholders' Equity (Deficit) $ 5,000,003 $ (32,705,078) $ (27,705,075) Number of shares subject to redemption 25,380,664 3,270,210 28,650,874 Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 11, 2021) Ordinary shares subject to possible redemption $ 258,674,179 $ 27,847,780 $ 286,521,959 Class A Ordinary shares, $0.0001 par value 278 (278) — Class B Ordinary shares, $0.0001 par value 717 — 717 Additional Paid in Capital 1,221,791 (1,221,791) 2 Retained Earnings (Accumulated Deficit) 3,777,215 (26,625,711) (22,848,498) Total Stockholders' Equity (Deficit) $ 5,000,001 $ (27,847,780) $ (22,847,779) Number of shares subject to redemption 25,867,418 2,783,456 28,650,874 The impact to the Statement of Operations for the three months ended March 31, 2021 and the Statements of Operations for the three months and six months ended of June 30, 2021 is presented below: As Reported Adjustment As Restated Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on June 4, 2021) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 23,666,384 (18,384,907) 5,281,477 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ (0.10) $ (0.10) Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares 6,999,117 (1,172,934) 5,826,183 Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares $ (0.16) $ 0.06 $ (0.10) Statement of Operations for the three months ended June 30, 2021 (per form 10Q filed on August 11, 2021) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 25,386,013 3,264,861 28,650,874 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ 0.14 $ 0.14 Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares 10,427,579 (3,264,861) 7,162,718 Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares $ 0.47 $ (0.33) $ 0.14 Statement of Operations for the six months ended June 30, 2021 (per form 10Q filed on August 11, 2021) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 25,115,331 (7,819,079) 17,296,252 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ 0.16 $ 0.16 Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares 8,834,352 (2,321,024) 6,513,328 Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares $ 0.43 $ (0.27) $ 0.16 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Reconciliation of Net Loss per Share | Nine Months Three Months Ended Ended September 30, September 30, 2021 2021 Class A Common Stock Net income allocable to Class A common stock $ 2,827,076 $ 5,547,026 Basic and diluted weighted average shares outstanding 28,650,874 21,179,617 Basic and diluted net income per share $ 0.10 $ 0.26 Class B Common Stock Net income allocable to Class B common stock $ 706,769 $ 1,764,034 Weighted average shares outstanding, basic and diluted 7,162,718 6,735,424 Basic and diluted net income per common share $ 0.10 $ 0.26 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 286,525,645 $ 286,525,645 $ — $ — Liabilities: Public Warrants Liability $ 6,685,203 6,685,203 — $ — Private Placement Warrants Liability 3,840,749 — — 3,840,749 $ 10,525,952 $ 6,685,203 $ — $ 3,840,749 |
Schedule of change in the fair value of the warrant liabilities | Warrant Liabilities Fair Value as of January 5, 2021 (inception) $ — Initial measurement on March 15, 2021 16,893,332 Initial fair value of warrants issued at over-allotment exercise 2,201,235 Change in fair value of warrants 333,333 Fair value at March 31, 2021 $ 19,427,900 Change in fair value of warrants (5,142,679) Reclassification of public warrants to Level 1 (9,072,776) Fair value at June 30, 2021 $ 5,212,445 Change in fair value of private warrants (1,371,696) Fair value at September 30, 2021 $ 3,840,749 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | (Initial Measurement) Inputs March 15, 2021 September 30, 2021 Risk-free interest rate 1.05 % 1.05 % Expected term remaining (years) 6.00 5.46 Expected volatility 19.0 % 13.9 % Share price $ 10.00 $ 9.73 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Mar. 24, 2021USD ($)$ / sharesshares | Mar. 15, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 8,230,176 | ||
Transaction Costs | 16,467,878 | ||
Deferred underwriting fee | 10,027,806 | ||
Cash held outside the Trust Account | $ 684,317 | ||
Condition for future business combination number of businesses minimum | 1 | ||
Payments for investment of cash in Trust Account | $ 286,508,741 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Offering Costs Allocated to Warrants | $ 695,493 | ||
Threshold business days for redemption of public shares | 10 days | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||
Amount in the Trust Account per public share | $ / shares | $ 10 | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,000,000 | ||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |
Proceeds from sale of Private Placement Warrants | $ 486,784 | ||
Proceeds from Issuance or Sale of Equity | 730,176 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | shares | 25,000,000 | ||
Share price | $ / shares | $ / shares | $ 10 | $ 11.50 | |
Proceeds from Issuance Initial Public Offering | $ 250,000,000 | ||
Transaction Costs | 16,467,878 | $ 16,467,878 | |
Underwriting fees | 5,730,175 | ||
Deferred underwriting fee | 10,027,806 | ||
Other offering costs | 709,897 | ||
Payments for investment of cash in Trust Account | $ 286,508,741 | ||
Offering Costs Allocated to Warrants | 695,493 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 7,500,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,000,000 | ||
Proceeds from sale of Private Placement Warrants | $ 730,176 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | shares | 3,650,874 | 3,750,000 | |
Underwriting fees | $ 730,175 | ||
Stock Issued During Period, Shares, New Issues | shares | 3,650,874 | ||
Proceeds from Issuance or Sale of Equity | $ 36,508,740 |
Organization and Business Ope_3
Organization and Business Operations - Liquidity and Capital Resources (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Organization and Business Operations | |
Operating bank account balance | $ 684,317 |
Working capital | 1,000,000 |
Capital contribution | 25,000 |
Loan from sponsor | $ 300,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 15, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Minimum stockholders' equity | $ 5,000,000 | $ 5,000,000 | ||||
Minimum net tangible assets | 5,000,001 | 5,000,001 | ||||
Reclassification of permanent equity into temporary equity | 5,000,000 | 5,000,000 | ||||
Accumulated Deficit | (19,318,337) | (19,318,337) | ||||
Total shareholders' deficit | $ (19,317,620) | $ (22,847,779) | $ (27,705,075) | $ (22,847,779) | $ (19,317,620) | |
Class A Ordinary shares | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||
Basic weighted average shares outstanding | 28,650,874 | 21,179,617 | ||||
Diluted weighted average shares outstanding | 28,650,874 | 21,179,617 | ||||
Basic net income per share | $ 0.10 | $ 0.26 | ||||
Diluted net income per share | $ 0.10 | $ 0.26 | ||||
Class B Ordinary shares | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares | $ 717 | 0.0001 | 0.0001 | 0.0001 | $ 717 | 0.0001 |
Basic weighted average shares outstanding | 7,162,718 | 6,735,424 | ||||
Diluted weighted average shares outstanding | 7,162,718 | 6,735,424 | ||||
Basic net income per share | $ 0.10 | $ 0.26 | ||||
Diluted net income per share | $ 0.10 | $ 0.26 | ||||
Class A common stock subject to redemption | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares subject to possible redemption | $ 286,525,645 | $ 286,525,645 | ||||
Number of shares subject to redemption | 28,650,874 | 28,650,874 | ||||
Restated of Redeemable Common Stock As Temporary Equity [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares subject to possible redemption | 286,521,959 | 286,511,718 | 286,521,959 | 250,000,000 | ||
Additional Paid in Capital | 2 | 2 | ||||
Accumulated Deficit | (22,848,498) | (27,705,794) | (22,848,498) | (23,877,438) | ||
Total shareholders' deficit | $ (22,847,779) | $ (27,705,075) | $ (22,847,779) | $ (23,876,719) | ||
Number of shares subject to redemption | 28,650,874 | 28,650,874 | 28,650,874 | 25,000,000 | ||
Restated of Redeemable Common Stock As Temporary Equity [Member] | Class B Ordinary shares | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares | $ 717 | $ 719 | $ 717 | $ 719 | ||
Restated of Redeemable Common Stock As Temporary Equity [Member] | Class A common stock subject to redemption | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic weighted average shares outstanding | 28,650,874 | 5,281,477 | 17,296,252 | |||
Diluted weighted average shares outstanding | 28,650,874 | 5,281,477 | 17,296,252 | |||
Basic net income per share | $ 0.14 | $ (0.10) | $ 0.16 | |||
Diluted net income per share | $ 0.14 | $ (0.10) | $ 0.16 | |||
Restated of Redeemable Common Stock As Temporary Equity [Member] | Common Shares Not Subject To Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic weighted average shares outstanding | 7,162,718 | 5,826,183 | 6,513,328 | |||
Diluted weighted average shares outstanding | 7,162,718 | 5,826,183 | 6,513,328 | |||
Basic net income per share | $ 0.14 | $ (0.10) | $ 0.16 | |||
Diluted net income per share | $ 0.14 | $ (0.10) | $ 0.16 | |||
As Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares subject to possible redemption | $ 258,674,179 | $ 253,806,640 | $ 258,674,179 | 221,123,278 | ||
Additional Paid in Capital | 1,221,791 | 6,089,279 | 1,221,791 | 5,658,175 | ||
Accumulated Deficit | 3,777,215 | (1,090,322) | 3,777,215 | (659,180) | ||
Total shareholders' deficit | $ 5,000,001 | $ 5,000,003 | $ 5,000,001 | $ 5,000,003 | ||
Number of shares subject to redemption | 25,867,418 | 25,380,664 | 25,867,418 | 22,112,328 | ||
As Reported | Class A Ordinary shares | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares | $ 278 | $ 327 | $ 278 | $ 289 | ||
As Reported | Class B Ordinary shares | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares | $ 717 | $ 719 | $ 717 | 719 | ||
As Reported | Class A common stock subject to redemption | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic weighted average shares outstanding | 25,386,013 | 23,666,384 | 25,115,331 | |||
Diluted weighted average shares outstanding | 25,386,013 | 23,666,384 | 25,115,331 | |||
Diluted net income per share | $ 0 | $ 0 | ||||
As Reported | Common Shares Not Subject To Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic weighted average shares outstanding | 10,427,579 | 6,999,117 | 8,834,352 | |||
Diluted weighted average shares outstanding | 10,427,579 | 6,999,117 | 8,834,352 | |||
Basic net income per share | $ 0.47 | $ (0.16) | $ 0.43 | |||
Diluted net income per share | $ 0.47 | $ (0.16) | $ 0.43 | |||
Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares subject to possible redemption | $ 27,847,780 | $ 32,705,078 | $ 27,847,780 | 28,876,722 | ||
Additional Paid in Capital | (1,221,791) | (6,089,279) | (1,221,791) | (5,658,175) | ||
Accumulated Deficit | (26,625,711) | (26,615,472) | (26,625,711) | (23,218,258) | ||
Total shareholders' deficit | $ (27,847,780) | $ (32,705,078) | $ (27,847,780) | $ (28,876,722) | ||
Number of shares subject to redemption | 2,783,456 | 3,270,210 | 2,783,456 | 2,887,672 | ||
Adjustment | Class A Ordinary shares | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ordinary shares | $ (278) | $ (327) | $ (278) | $ (289) | ||
Adjustment | Class A common stock subject to redemption | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic weighted average shares outstanding | 3,264,861 | (18,384,907) | (7,819,079) | |||
Diluted weighted average shares outstanding | 3,264,861 | (18,384,907) | (7,819,079) | |||
Basic net income per share | $ 0.14 | $ (0.10) | $ 0.16 | |||
Diluted net income per share | $ 0.14 | $ (0.10) | $ 0.16 | |||
Adjustment | Common Shares Not Subject To Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic weighted average shares outstanding | (3,264,861) | (1,172,934) | (2,321,024) | |||
Diluted weighted average shares outstanding | (3,264,861) | (1,172,934) | (2,321,024) | |||
Basic net income per share | $ (0.33) | $ 0.06 | $ (0.27) | |||
Diluted net income per share | $ (0.33) | $ 0.06 | $ (0.27) |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Significant Accounting Policies | |
Cash equivalents | $ 250,000 |
Transaction Costs | 16,467,878 |
Offering costs allocated to warrants | $ 695,493 |
Anti-dilutive securities attributable to warrants (in shares) | shares | 15,037,174 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Net income (loss) | $ 3,533,845 | $ 4,867,537 | $ (1,090,322) | $ 7,311,060 |
Class A Ordinary shares | ||||
Net income (loss) | $ 2,827,076 | $ 5,547,026 | ||
Basic weighted average shares outstanding | 28,650,874 | 21,179,617 | ||
Diluted weighted average shares outstanding | 28,650,874 | 21,179,617 | ||
Basic net income per share | $ 0.10 | $ 0.26 | ||
Diluted net income per share | $ 0.10 | $ 0.26 | ||
Class B Ordinary shares | ||||
Net income (loss) | $ 706,769 | $ 1,764,034 | ||
Basic weighted average shares outstanding | 7,162,718 | 6,735,424 | ||
Diluted weighted average shares outstanding | 7,162,718 | 6,735,424 | ||
Basic net income per share | $ 0.10 | $ 0.26 | ||
Diluted net income per share | $ 0.10 | $ 0.26 |
Initial Public Offering - Publi
Initial Public Offering - Public Units (Details) - USD ($) | Mar. 24, 2021 | Mar. 15, 2021 | Sep. 30, 2021 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 25,000,000 | ||
Share price | $ / shares | $ 10 | $ 11.50 | |
Proceeds from Issuance Initial Public Offering | $ 250,000,000 | ||
Exercise period of over-allotment | 45 days | ||
Number of shares per Unit | 1 | ||
Number of warrants per Unit | 0.33 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 3,650,874 | 3,750,000 | |
Maximum number of Public Units permitted to be issued | 3,750,000 | ||
Number of shares issued | 3,650,874 | ||
Proceeds from issuance Units | $ 36,508,740 |
Initial Public Offering - Pub_2
Initial Public Offering - Public Warrants (Details) | Mar. 15, 2021item$ / shares | Sep. 30, 2021USD ($)$ / shares | Mar. 24, 2021$ / shares |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 9.20 | ||
Public Warrants exercisable term after initial Business Combination | 12 months | ||
Threshold period for filling registration statement after business combination | item | 20 | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Threshold consecutive trading days for redemption of public warrants | 20 days | ||
Share price | $ 9.20 | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Aggregate gross proceeds as percentage of total equity proceeds | $ | $ 60 | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | 20 days | ||
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | ||
Share redemption trigger price | $ 10 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 11.50 | ||
Public Warrants exercisable term from the closing of the initial public offering | 30 days | ||
Public Warrants expiration term | 5 years | ||
Maximum threshold period for registration statement to become effective after business combination | item | 60 | ||
Multiplier used in calculating warrant exercise price | 0.361 | ||
Number of trading days on which fair market value of shares is reported | item | 10 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | item | 20 | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | item | 20 | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | 30 days | ||
Private Placement | Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 1.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Mar. 24, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 8,230,176 | |
Exercise price of warrant | $ 9.20 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,000,000 | |
Price of warrants | $ 1.50 | $ 1.50 |
Aggregate purchase price | $ 486,784 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Additional Units Sold Of Shares | 486,784 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 7,500,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,000,000 | |
Aggregate purchase price | $ 730,176 | |
Exercise price of warrant | $ 1.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Apr. 24, 2021shares | Mar. 24, 2021shares | Jan. 12, 2021USD ($)D$ / sharesshares | Mar. 31, 2021USD ($)shares | Sep. 30, 2021$ / shares |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 3,650,874 | ||||
Class B Ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 7,187,500 | ||||
Ordinary shares, par value, (per share) | $ / shares | $ 0.0001 | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares forfeited | shares | 24,782 | ||||
Founder Shares | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Shares forfeited | shares | 99,126 | ||||
Founder Shares | Sponsor | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Maximum Common Stock Shares Subject To Forfeiture | 912,719 | ||||
Founder Shares | Sponsor | Class B Ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Share price | $ / shares | $ / shares | $ 0.003 | ||||
Number of shares issued | 7,187,500 | ||||
Ordinary shares, par value, (per share) | $ / shares | $ 0.0001 | ||||
Shares subject to forfeiture | 937,500 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Founder Shares | Sponsor | Class B Ordinary shares | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 937,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Jan. 11, 2021 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 40,000 | |
Proceeds from promissory note - related party | 300,000 | |
Expenses per month | 10,000 | |
Expenses incurred and paid | 65,000 | |
Sponsor | ||
Related Party Transaction [Line Items] | ||
Due to related party | 79,992 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Due to related party | 40,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | |
Price of warrant | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 24, 2021USD ($)shares | Mar. 15, 2021USD ($)shares | Sep. 30, 2021itemshares |
Maximum number of demands for registration of securities | item | 3 | ||
Initial Public Offering | |||
Number of units sold | shares | 25,000,000 | ||
Percentage of deferred underwriting fee | 3.50% | ||
Over-allotment option | |||
Underwriting option period | 45 days | ||
Underwriter cash discount | $ | $ 730,175 | $ 5,000,000 | |
Number of units sold | shares | 3,650,874 | 3,750,000 | |
Aggregate deferred underwriting fee payable | $ | $ 10,027,806 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) | Sep. 30, 2021shares |
Shareholders' Equity | |
Preferred shares, shares authorized | 2,000,000 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Sep. 30, 2021Vote$ / sharesshares |
Class of Stock [Line Items] | |
Aggregated shares issuable upon converted basis (in percent) | 20.00% |
Class A Ordinary shares | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 200,000,000 |
Ordinary shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares issued (in shares) | 0 |
Common shares, shares outstanding (in shares) | 0 |
Class A common stock subject to redemption | |
Class of Stock [Line Items] | |
Shares subject to possible redemption | 28,650,874 |
Class B Ordinary shares | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 20,000,000 |
Ordinary shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 7,162,718 |
Common shares, shares outstanding (in shares) | 7,162,718 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Assets: | |
U.S. Money Market held in Trust Account | $ 286,525,645 |
Liabilities: | |
Warrant liability | 10,525,952 |
Recurring | |
Assets: | |
U.S. Money Market held in Trust Account | 286,525,645 |
Liabilities: | |
Warrant liability | 10,525,952 |
Recurring | Public Warrants | |
Liabilities: | |
Warrant liability | 6,685,203 |
Recurring | Private Placement Warrants | |
Liabilities: | |
Warrant liability | 3,840,749 |
Level 1 | Recurring | |
Assets: | |
U.S. Money Market held in Trust Account | 286,525,645 |
Liabilities: | |
Warrant liability | 6,685,203 |
Level 1 | Recurring | Public Warrants | |
Liabilities: | |
Warrant liability | 6,685,203 |
Level 3 | Recurring | |
Liabilities: | |
Warrant liability | 3,840,749 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities: | |
Warrant liability | $ 3,840,749 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($) | Mar. 15, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Warrant liabilities at (inception) | $ 5,212,445 | $ 19,427,900 | ||
Change in fair value of warrants | (5,142,679) | $ 333,333 | ||
Reclassification of public warrants to Level 1 | (9,072,776) | |||
Warrant liabilities at end of period | 3,840,749 | $ 5,212,445 | 19,427,900 | |
Private Placement Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Warrant liabilities at (inception) | 0 | |||
Initial measurement | $ 16,893,332 | |||
Change in fair value of warrants | $ (1,371,696) | |||
Over-allotment option | Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Initial measurement | $ 2,201,235 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Sep. 30, 2021YUSD ($) | Mar. 15, 2021YUSD ($) |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.05 | 1.05 |
Expected term remaining (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 5.46 | 6 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 13.9 | 19 |
Share price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ | 9.73 | 10 |