Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Virgin Group Acquisition Corp. II | |
Entity Central Index Key | 0001841761 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40263 | |
Entity Address, State or Province | NY | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Address, Address Line One | 65 Bleecker Street, 6th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, Postal Zip Code | 10012 | |
City Area Code | 212 | |
Local Phone Number | 497-9050 | |
Entity Current Reporting Status | No | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | |
Trading Symbol | VGII | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each one whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | VGII.W | |
Security Exchange Name | NYSE | |
Capital Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary share and one-fifth of one redeemable warrant | |
Trading Symbol | VGII.U | |
Security Exchange Name | NYSE |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2021USD ($) | |
Current Assets: | ||
Cash | $ 1,424,475 | |
Prepaid expenses | 1,244,423 | |
Total current assets | 2,668,898 | |
Cash and Investments held in Trust Account | 350,001,444 | |
TOTAL ASSETS | 352,670,342 | |
Current liabilities: | ||
Accrued costs and expenses | 1,266,779 | |
Total current liabilities | 1,266,779 | |
Warrant liability | 17,985,180 | |
Deferred underwriters' discount | 12,250,000 | |
Total liabilities | 31,501,959 | |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 31,616,838 and no shares at redemption value | 316,168,382 | |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 5,730,996 | |
Accumulated deficit | (732,339) | |
Total Shareholders' equity | 5,000,001 | |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 352,670,342 | |
Common Class A | ||
Shareholders' Equity: | ||
Common stock value | 338 | |
Total Shareholders' equity | 338 | |
Common Class B | ||
Shareholders' Equity: | ||
Common stock value | 1,006 | [1] |
Total Shareholders' equity | $ 1,006 | |
[1] | Includes an aggregate of up to 1,312,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On April 12, 2021, the underwriters exercised their over-allotment option in full, hence, the Founder Shares were no longer subject to forfeiture (see Note 11). |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A | |
Per shares subject to possible redemption | $ / shares | $ 0 |
Shares subject to possible redemption | 31,616,838 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 3,383,162 |
Common stock, shares outstanding | 3,383,162 |
Common Class B | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 10,062,500 |
Common stock, shares outstanding | 10,062,500 |
Common Stock, Shares, Subject to Forfeiture | 1,312,500 |
Condensed Statement Of Operatio
Condensed Statement Of Operations | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Formation and operating costs | $ 27,356 | |
Loss from Operations | (27,356) | |
Other income (expense): | ||
Interest income on cash and investments held in Trust Account | 1,444 | |
Offering cost allocated to warrants | (497,634) | |
Change in fair value of warrant liability | (208,793) | |
Total other expense, net | (704,983) | |
Net loss | $ (732,339) | |
Basic and diluted weighted average shares outstanding | shares | 8,750,000 | |
Basic and diluted net income or loss per share | $ / shares | $ (0.08) | |
Class A Redeemable Common Stock | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding | shares | 35,000,000 | |
Basic and diluted net income or loss per share | $ / shares | $ 0 | |
Common Class B | ||
Other income (expense): | ||
Net loss | $ 733,783 | |
Basic and diluted weighted average shares outstanding | shares | 8,750,000 | [1] |
Basic and diluted net income or loss per share | $ / shares | $ (0.08) | |
[1] | Excludes an aggregate of up to 1,312,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On April 12, 2021, the underwriters exercised their over-allotment option in full, hence, the Founder Shares are no longer subject to forfeiture (see Note 11). |
Condensed Statement Of Operat_2
Condensed Statement Of Operations (Parenthetical) | Mar. 31, 2021shares |
Common Class B | |
Common stock, shares, subject to forfeiture | 1,312,500 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholder's Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | |
Balance Beginning at Jan. 12, 2021 | $ 0 | |||||
Balance Beginning, Shares at Jan. 12, 2021 | 0 | 0 | ||||
Issuance of Class B Ordinary shares to Sponsor | [1] | 25,000 | $ 1,006 | $ 23.994 | ||
Issuance of Class B Ordinary shares to Sponsor, Shares | [1] | 10,062,500 | ||||
Sale of 35,000,000 Units on March 25, 2021 through IPO less fair value of public warrants | 341,223,613 | $ 3,500 | 341,220,113 | |||
Sale of 35,000,000 Units on March 25, 2021 through IPO less fair value of public warrants, Shares | 35,000,000 | |||||
Offering costs | (19,347,891) | (19,347,891) | ||||
Net loss | (732,339) | $ 733,783 | $ (732,339) | |||
Class A ordinary shares subject to possible redemption | (316,168,382) | $ (3,162) | (316,165,220) | |||
Class A ordinary shares subject to possible redemption, Shares | (31,616,838) | |||||
Balance Ending at Mar. 31, 2021 | $ 5,000,001 | $ 338 | $ 1,006 | $ 5,730,996 | $ (732,339) | |
Balance Ending, Shares at Mar. 31, 2021 | 3,383,162 | 10,062,500 | ||||
[1] | Includes an aggregate of up to 1,312,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On April 12, 2021, the underwriters exercised their over-allotment option in full, hence, the Founder Shares were no longer subject to forfeiture (see Note 11). |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholder's Equity (Parenthetical) - shares | Mar. 25, 2021 | Apr. 12, 2021 |
Class A Ordinary Shares | ||
Sale of Units through IPO less fair value of public warrants | 35,000,000 | |
Class B Ordinary Shares | Over-Allotment Option [Member] | ||
Common stock, shares, subject to forfeiture | 1,312,500 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (732,339) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income on cash and investments held in Trust Account | (1,444) |
Offering costs allocated to warrant liability | 497,634 |
Change in fair value of warrant liability | 208,793 |
Changes in operating assets and liabilities: | |
Prepaid assets | (1,244,423) |
Accrued costs and expenses | 1,266,779 |
Net cash used in operating activities | (5,000) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (350,000,000) |
Net cash used in investing activities | (350,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from purchase of Class B shares by initial shareholder | 25,000 |
Proceeds from initial public offering, net of underwriters' discount | 343,000,000 |
Proceeds from private placement | 9,000,000 |
Payment of offering costs | (595,525) |
Net cash provided by financing activities | 351,429,475 |
Net change in cash | 1,424,475 |
Cash, beginning of period | 0 |
Cash, end of the period | 1,424,475 |
Supplemental disclosure of cash flow information: | |
Initial classification of Class A ordinary shares subject to possible redemption | 316,378,064 |
Deferred underwriting commissions charged to additional paid in capital | 12,250,000 |
Change in value of Class A ordinary shares subject to possible redemption | $ (209,682) |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Virgin Group Acquisition Corp. II (the “Company”), was incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of March 31, 2021, the Company had not commenced any operations. All activity for the period through March 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 35,000,000 units (the “Units”). Each unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth Concurrently with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 6,000,000 warrants (the “Private Placement Warrants”) to Virgin Group Acquisition Sponsor II LLC (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000, which is discussed in Note 5. Transaction costs of the IPO amounted to $19,845,525 consisting of $7,000,000 of underwriting discount, $12,250,000 of deferred underwriting discount, and $595,525 of other offering costs. As of March 31, 2021, $1,424,475 of cash is not held in the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the Public Offering on March 25, 2021, an amount equal to at least $10.00 per Unit sold in the IPO was placed in a trust account (“Trust Account”), to be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under pre-initial The Company will provide the holders of its issued and outstanding public shares (the “Public Shareholders”) of its Class A Ordinary Shares, 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of two business days prior to the completion of the Business Combination. The per-share amount to The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company’s sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Proposed Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial If the Company is unable to complete its initial business combination within the Combination Period, the Company will: i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Company’s sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to any founder shares held by it if the Company fails to complete its initial business combination within the Combination Period. However, if the sponsor acquires public shares in or after the IPO, the sponsor will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1,424,475 in its operating bank account and working capital of approximately $1.4 million. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Issued Financial Statements | Note 2 —Revision of Previously Issued Financial Statements On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on March 25, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash 815-40, 815-40”). 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of March 25, 2021, should be revised because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase Class A ordinary shares (the “Warrants”). Impact of the Restatement The impact to the balance sheet dated March 25, 2021, filed on Form 8-K As of March 25, 2021 As Previously Restatement As Revised Balance Sheet as of March 25, 2021 Total assets $ 351,424,475 $ — $ 351,424,475 Liabilities and shareholders’ equity Deferred underwriters’ discount $ 12,250,000 $ — $ 12,250,000 Warrant liabilities — 17,796,406 17,796,406 Total liabilities 12,250,000 17,796,406 30,046,406 Ordinary shares, $0.0001 par value; shares subject to possible redemption 334,174,740 (17,796,406 ) 316,378,064 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 158 178 336 Class B ordinary shares - $0.0001 par value 1,006 — 1006 Additional paid-in-capital 5,003,841 517,475 5,521,316 Accumulated deficit (5,000 ) (517,653 ) (522,653 ) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 351,424,475 $ — $ 351,424,475 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on March 24, 2021 which contains the audited financial statements as of January 26, 2021 and notes thereto. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 Use of Estimates The preparation of the financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Estimates made in preparing these condensed financial statements include, among other things, the measurement of derivative warrant liabilities. Changes in these estimates and assumptions could have a significant impact on results in future periods. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. Investment in Trust Account At March 31, 2021, the assets held in the Trust Account were held in mutual fund. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 31,616,838 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement since the exercise price of the warrants is in excess of the average ordinary share price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 13,000,000 ordinary shares in the aggregate. The Company’s condensed statement of operations includes a presentation of income per share for Ordinary Shares subject to possible redemption in a manner similar to the two-class method of non-redeemable Class period. Non-redeemable Class Reconciliation of Net Loss per Ordinary Share The Company’s condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of For the period from Ordinary Shares Subject to Possible Redemption Numerator: Net income allocable to Ordinary Shares subject to possible redemption Interest earned on cash and investments held in trust $ 1,444 Less: Franchise and income taxes — Net income allocable to Ordinary Shares $ 1,444 Denominator: Weighted Average Ordinary Shares subject to possible redemption Basic and diluted weighted average shares outstanding 35,000,000 Basic and diluted net income per share, Ordinary Shares subject to possible redemption $ 0.0 Ordinary Shares Not Subject to Possible Redemption Numerator: Net loss minus redeemable net earnings Net loss $ (732,339 ) Less: Income allocable to Ordinary Shares subject to possible redemption 1,444 Adjusted Non-Redeemable $ (733,783 ) Denominator: Weighted Average Ordinary Shares not subject to possible Redemption Basic and diluted weighted average shares outstanding not subject to possible redemption 8,750,000 Basic and diluted net loss per ordinary share $ (0.08 ) Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO on March 25, 2021, the Company sold 35,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary Shares, par value $0.0001 per share, and one-fifth |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Concurrently with the closing of the IPO, the Company completed the Private Placement of 6,000,000 1.50 9,000,000 11.50 350,000,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On January 22, 2021 the Company issued 7,187,500 Class B Ordinary Shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company with a value of $25,000. On February 12, 2021, the Company effected a 33-for-25 35-for-33 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On January 22, 2021, the company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Service Fee Commencing on March 25, 2021, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For the period from January 13, 2021 (inception) to March 31, 2021, the Company has accrued $1,667 of administrative service fees. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 350,001,444 $ 350,001,444 $ — $ — Liabilities: Warrant liability – Public Warrants 8,831,707 8,831,707 Warrant liability – Private Warrants 9,153,473 9,153,473 Warrant Liability $ 17,985,180 $ 17,985,180 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — 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 ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on March 22, 2021, the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day Subsequent to the financial statement date, on April 13, 2021, the underwriters exercised their over-allotment in full which increased the underwriting discount in aggregate to $8.05 million and increased the deferred underwriting fees to $14.09 million (see Note 11). |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Liability [Abstract] | |
Warrant Liability | Note 9 — Warrant Liability As of March 31, 2021, there were 7,000,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding. The total Warrants will become exercisable on the later of (a) 30 days from the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day • if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary shares, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading day The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at such re-measurement, the The change in fair value of the warrant liabilities is summarized as follows: Warrant liability at March 25, 2021 $ 17,796,406 Change in fair value of warrant liabilities 188,774 Warrant liabilities at March 31, 2021 $ 17,985,180 The estimated fair value of the warrant liability at March 25, 2021, was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. As of March 31, 2021, there was no transfer to/from Levels 1, 2 and 3. The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2021 and March 25, 2021 (date of issuance): March 31, March 25, Strike price $ 11.50 $ 11.50 Share price $ 7.83 $ 7.81 Volatility 40.0 % 40.0 % Risk-free rate 1.27 % 1.17 % Expected term (years) 5.0 5.0 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 10 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares The Class B ordinary shares will automatically convert into Class A ordinary shares on with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, as-converted one-for-one |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On April 13, 2021, the Underwriters exercised the over-allotment option and purchased an additional 5,250,000 Over-Allotment Units, aggregate gross proceeds of $52,500,000, and incurred $1,050,000 in cash underwriting fees. Simultaneously with the exercise of the over-allotment option, the Company consummated the private placement of an additional 700,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to Virgin Group Acquisition Sponsor II LLC, generating gross proceeds of $1,050,000. Transaction costs amounted to $2,887,500 consisting of cash underwriting fees of $1,050,000 and $1,837,500 of additional deferred underwriting fees which have been deferred until the completion of the Company’s Business Combination. As a result of the underwriters’ election to exercise their over-allotment option, 1,312,500 Founder Shares are no longer subject to forfeiture. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on March 24, 2021 which contains the audited financial statements as of January 26, 2021 and notes thereto. |
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 of 1933, as amended, (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 |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Estimates made in preparing these condensed financial statements include, among other things, the measurement of derivative warrant liabilities. Changes in these estimates and assumptions could have a significant impact on results in future periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. |
Investment in Trust Account | Investment in Trust Account At March 31, 2021, the assets held in the Trust Account were held in mutual fund. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 31,616,838 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement since the exercise price of the warrants is in excess of the average ordinary share price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 13,000,000 ordinary shares in the aggregate. The Company’s condensed statement of operations includes a presentation of income per share for Ordinary Shares subject to possible redemption in a manner similar to the two-class method of non-redeemable Class period. Non-redeemable Class Reconciliation of Net Loss per Ordinary Share The Company’s condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of For the period from Ordinary Shares Subject to Possible Redemption Numerator: Net income allocable to Ordinary Shares subject to possible redemption Interest earned on cash and investments held in trust $ 1,444 Less: Franchise and income taxes — Net income allocable to Ordinary Shares $ 1,444 Denominator: Weighted Average Ordinary Shares subject to possible redemption Basic and diluted weighted average shares outstanding 35,000,000 Basic and diluted net income per share, Ordinary Shares subject to possible redemption $ 0.0 Ordinary Shares Not Subject to Possible Redemption Numerator: Net loss minus redeemable net earnings Net loss $ (732,339 ) Less: Income allocable to Ordinary Shares subject to possible redemption 1,444 Adjusted Non-Redeemable $ (733,783 ) Denominator: Weighted Average Ordinary Shares not subject to possible Redemption Basic and diluted weighted average shares outstanding not subject to possible redemption 8,750,000 Basic and diluted net loss per ordinary share $ (0.08 ) |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule Of Error Corrections And Prior Period Adjustments | As of March 25, 2021 As Previously Restatement As Revised Balance Sheet as of March 25, 2021 Total assets $ 351,424,475 $ — $ 351,424,475 Liabilities and shareholders’ equity Deferred underwriters’ discount $ 12,250,000 $ — $ 12,250,000 Warrant liabilities — 17,796,406 17,796,406 Total liabilities 12,250,000 17,796,406 30,046,406 Ordinary shares, $0.0001 par value; shares subject to possible redemption 334,174,740 (17,796,406 ) 316,378,064 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 158 178 336 Class B ordinary shares - $0.0001 par value 1,006 — 1006 Additional paid-in-capital 5,003,841 517,475 5,521,316 Accumulated deficit (5,000 ) (517,653 ) (522,653 ) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 351,424,475 $ — $ 351,424,475 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation Of Net Loss Per Ordinary Share | The Company’s condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of For the period from Ordinary Shares Subject to Possible Redemption Numerator: Net income allocable to Ordinary Shares subject to possible redemption Interest earned on cash and investments held in trust $ 1,444 Less: Franchise and income taxes — Net income allocable to Ordinary Shares $ 1,444 Denominator: Weighted Average Ordinary Shares subject to possible redemption Basic and diluted weighted average shares outstanding 35,000,000 Basic and diluted net income per share, Ordinary Shares subject to possible redemption $ 0.0 Ordinary Shares Not Subject to Possible Redemption Numerator: Net loss minus redeemable net earnings Net loss $ (732,339 ) Less: Income allocable to Ordinary Shares subject to possible redemption 1,444 Adjusted Non-Redeemable $ (733,783 ) Denominator: Weighted Average Ordinary Shares not subject to possible Redemption Basic and diluted weighted average shares outstanding not subject to possible redemption 8,750,000 Basic and diluted net loss per ordinary share $ (0.08 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 350,001,444 $ 350,001,444 $ — $ — Liabilities: Warrant liability – Public Warrants 8,831,707 8,831,707 Warrant liability – Private Warrants 9,153,473 9,153,473 Warrant Liability $ 17,985,180 $ 17,985,180 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Liability [Abstract] | |
Schedule Of Change In Fair Value Of The Warrant Liabilities | The change in fair value of the warrant liabilities is summarized as follows: Warrant liability at March 25, 2021 $ 17,796,406 Change in fair value of warrant liabilities 188,774 Warrant liabilities at March 31, 2021 $ 17,985,180 |
Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2021 and March 25, 2021 (date of issuance): March 31, March 25, Strike price $ 11.50 $ 11.50 Share price $ 7.83 $ 7.81 Volatility 40.0 % 40.0 % Risk-free rate 1.27 % 1.17 % Expected term (years) 5.0 5.0 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 25, 2021 | Mar. 31, 2021 | Jan. 13, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Company incorporation date of incorporation | Jan. 13, 2021 | |||
Proceeds from initial public offering | $ 350,000,000 | |||
Total transaction costs incurred in connection with initial public offering | $ 19,845,525 | |||
Underwriting discount | 7,000,000 | |||
Deferred underwriting discount non current | $ 12,250,000 | $ 12,250,000 | 12,250,000 | |
Other offering costs | 595,525 | |||
Cash | $ 1,424,475 | 1,424,475 | ||
Term of restricted investments | 180 days | |||
Proceeds from the issuance of warrants | $ 9,000,000 | |||
Per share value of restricted asset | $ 10 | $ 10 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | ||
Period within which business combination shall be consummated from the consummation of initial public offer | 12 months | |||
Temporary equity redemption price per share | $ 10 | $ 10 | ||
Minimum net worth to consummate business combination | $ 5,000,001 | $ 5,000,001 | ||
Percentage of public shares that can be transferred without any restriction | 15.00% | 15.00% | ||
Number of days within which public shares shall be redeemed | 10 days | |||
Expenses payable on dissolution | $ 100,000 | $ 100,000 | ||
Net working capital | $ 1,400,000 | $ 1,400,000 | ||
Private Placement Warrants | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights exercise price per share | $ 11.50 | |||
Class of warrants or rights warrants issued during the period units | 6,000,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | |||
Minimum | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | 80.00% | ||
Equity method investment ownership percentage | 50.00% | 50.00% | ||
IPO | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Total transaction costs incurred in connection with initial public offering | $ 19,845,525 | |||
Class A Ordinary Shares | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during the period shares | 35,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Class A Ordinary Shares | IPO | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during the period shares | 35,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | |||
Class of warrants or rights number of shares called by each warrant or right | 1 | |||
Class of warrants or rights exercise price per share | $ 11.50 | |||
Sale of stock issue price per share | $ 10 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements - Schedule Of Error Corrections And Prior Period Adjustments (Detail) - USD ($) | Mar. 31, 2021 | Mar. 25, 2021 | Jan. 12, 2021 | |
Balance Sheet | ||||
Total assets | $ 352,670,342 | $ 351,424,475 | ||
Liabilities and shareholders' equity | ||||
Deferred underwriters' discount | 12,250,000 | 12,250,000 | ||
Warrant liabilities | 17,985,180 | 17,796,406 | ||
Total liabilities | 31,501,959 | 30,046,406 | ||
Ordinary shares, $0.0001 par value; shares subject to possible redemption | 316,168,382 | 316,378,064 | ||
Shareholders' equity | ||||
Preference shares | ||||
Additional paid-in-capital | 5,730,996 | 5,521,316 | ||
Accumulated deficit | (732,339) | (522,653) | ||
Total shareholders' equity | 5,000,001 | 5,000,005 | $ 0 | |
Total liabilities and shareholders' equity | 352,670,342 | 351,424,475 | ||
Class A Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock value | 338 | 336 | ||
Total shareholders' equity | 338 | |||
Class B Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock value | 1,006 | [1] | 1,006 | |
Total shareholders' equity | $ 1,006 | |||
As Previously Reported | ||||
Balance Sheet | ||||
Total assets | 351,424,475 | |||
Liabilities and shareholders' equity | ||||
Deferred underwriters' discount | 12,250,000 | |||
Total liabilities | 12,250,000 | |||
Ordinary shares, $0.0001 par value; shares subject to possible redemption | 334,174,740 | |||
Shareholders' equity | ||||
Preference shares | ||||
Additional paid-in-capital | 5,003,841 | |||
Accumulated deficit | (5,000) | |||
Total shareholders' equity | 5,000,005 | |||
Total liabilities and shareholders' equity | 351,424,475 | |||
As Previously Reported | Class A Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock value | 158 | |||
As Previously Reported | Class B Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock value | 1,006 | |||
Restatement Adjustment | ||||
Liabilities and shareholders' equity | ||||
Warrant liabilities | 17,796,406 | |||
Total liabilities | 17,796,406 | |||
Ordinary shares, $0.0001 par value; shares subject to possible redemption | (17,796,406) | |||
Shareholders' equity | ||||
Preference shares | ||||
Additional paid-in-capital | 517,475 | |||
Accumulated deficit | (517,653) | |||
Restatement Adjustment | Class A Ordinary Shares | ||||
Liabilities and shareholders' equity | ||||
Ordinary shares, $0.0001 par value; shares subject to possible redemption | (18,000,000) | |||
Shareholders' equity | ||||
Common stock value | $ 178 | |||
[1] | Includes an aggregate of up to 1,312,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On April 12, 2021, the underwriters exercised their over-allotment option in full, hence, the Founder Shares were no longer subject to forfeiture (see Note 11). |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 25, 2021 |
Accounting Changes And Error Corrections [Line Items] | ||
Derivative warrant liability non current | $ 17,985,180 | $ 17,796,406 |
Temporary equity value outstanding | $ 316,168,382 | 316,378,064 |
Revision of Prior Period, Adjustment | ||
Accounting Changes And Error Corrections [Line Items] | ||
Derivative warrant liability non current | 17,796,406 | |
Temporary equity value outstanding | (17,796,406) | |
Revision of Prior Period, Adjustment | Class A Ordinary Shares | ||
Accounting Changes And Error Corrections [Line Items] | ||
Temporary equity value outstanding | (18,000,000) | |
Revision of Prior Period, Adjustment | Public And Private Warrants | ||
Accounting Changes And Error Corrections [Line Items] | ||
Derivative warrant liability non current | $ 18,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Reconciliation Of Net Loss Per Ordinary Share (Detail) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | ||
Interest earned on cash and investments held in trust | $ 1,444 | |
Basic and diluted weighted average shares outstanding | shares | 8,750,000 | |
Basic and diluted net income per share, Ordinary Shares subject to possible redemption | $ / shares | $ (0.08) | |
Basic and diluted weighted average shares outstanding not subject to possible redemption | shares | 8,750,000 | |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.08) | |
Numerator: Net loss minus redeemable net earnings | ||
Adjusted Non-Redeemable Net loss | $ 732,339 | |
Class A Common Stock Subject To Possible Redemption | ||
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | ||
Interest earned on cash and investments held in trust | 1,444 | |
Less: Franchise and income taxes | ||
Net income allocable to Ordinary Shares | $ 1,444 | |
Basic and diluted weighted average shares outstanding | shares | 35,000,000 | |
Basic and diluted net income per share, Ordinary Shares subject to possible redemption | $ / shares | $ 0 | |
Basic and diluted weighted average shares outstanding not subject to possible redemption | shares | 35,000,000 | |
Basic and diluted net loss per ordinary share | $ / shares | $ 0 | |
Numerator: Net loss minus redeemable net earnings | ||
Less: Income allocable to Ordinary Shares subject to possible redemption | $ (1,444) | |
Common Class B | ||
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | ||
Net income allocable to Ordinary Shares | $ (1,444) | |
Basic and diluted weighted average shares outstanding | shares | 8,750,000 | [1] |
Basic and diluted net income per share, Ordinary Shares subject to possible redemption | $ / shares | $ (0.08) | |
Basic and diluted weighted average shares outstanding not subject to possible redemption | shares | 8,750,000 | [1] |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.08) | |
Numerator: Net loss minus redeemable net earnings | ||
Net loss | $ (732,339) | |
Less: Income allocable to Ordinary Shares subject to possible redemption | 1,444 | |
Adjusted Non-Redeemable Net loss | $ (733,783) | |
[1] | Excludes an aggregate of up to 1,312,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On April 12, 2021, the underwriters exercised their over-allotment option in full, hence, the Founder Shares are no longer subject to forfeiture (see Note 11). |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Accounting Policies [Line Items] | |
Cash | $ 0 |
Total transaction costs incurred in connection with initial public offering | 19,845,525 |
Adjustment to additional paid in capital stock issuance costs | 19,347,891 |
Offering costs allocated to warrant liability | 497,634 |
IPO | |
Accounting Policies [Line Items] | |
Total transaction costs incurred in connection with initial public offering | 19,845,525 |
Adjustment to additional paid in capital stock issuance costs | $ 19,347,891 |
Private Placement Warrants | |
Accounting Policies [Line Items] | |
Class of warrants or rights number of shares called by the warrants or rights | shares | 13,000,000 |
Minimum | |
Accounting Policies [Line Items] | |
Cash insured with federal depository insurance corporation | $ 250,000 |
Class A Common Stock Subject To Possible Redemption | |
Accounting Policies [Line Items] | |
Temporary equity shares outstanding | shares | 31,616,838 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - Class A Ordinary Shares - $ / shares | Mar. 25, 2021 | Mar. 31, 2021 |
Class of Stock [Line Items] | ||
Stock issued during the period shares | 35,000,000 | |
Common stock par or stated value per share | $ 0.0001 | |
IPO | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 35,000,000 | |
Common stock par or stated value per share | $ 0.0001 | |
Class of warrants or rights number of shares called by each warrant or right | 1 | |
Class of warrants or rights exercise price per share | $ 11.50 | |
Sale of stock issue price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Jan. 13, 2021 | |
Private Placement [Line Items] | ||
Proceeds from the issuance of warrants | $ 9,000,000 | |
Payment to acquire restricted investments | $ 350,000,000 | |
Private Placement Warrants | ||
Private Placement [Line Items] | ||
Class of warrants or rights warrants issued during the period units | 6,000,000 | |
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | |
Class of warrants or rights exercise price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 22, 2021shares | Feb. 12, 2021shares | Jan. 22, 2021USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | |
Related Party Transaction [Line Items] | ||||||
Stock shares issued during the period for services value | [1] | $ 25,000 | ||||
Sponsor | Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face value | $ 250,000 | |||||
Notes payable to related party classified as current | $ 0 | |||||
Sponsor | Administration And Support Services | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction fees payable per month | $ 10,000 | 10,000 | ||||
Due to related party current | 1,667 | 1,667 | ||||
Sponsor | Administration And Support Services | General and Administrative Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction administration expenses incurred | 1,667 | |||||
Sponsor | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | $ 1,500,000 | ||||
Debt instrument conversion price per share | $ / shares | $ 1.50 | $ 1.50 | ||||
Bank overdrafts | $ 0 | $ 0 | ||||
Common Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Stock shares issued during the period for services shares | shares | [1] | 10,062,500 | ||||
Stock shares issued during the period for services value | [1] | $ 1,006 | ||||
Common stock shares outstanding | shares | 10,062,500 | 10,062,500 | ||||
Common Class B | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Stock shares issued during the period for services shares | shares | 7,187,500 | |||||
Stock shares issued during the period for services value | $ 25,000 | |||||
Stock split ratio | 1.0606 | 1.32 | ||||
Common stock shares outstanding | shares | 10,062,500 | 9,487,500 | ||||
Percentage of common stock issued and outstanding | 20.00% | 20.00% | ||||
Common Class B | Sponsor | Restriction On Transfer Of Sponsor Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Lock in period of shares | 1 year | |||||
Share Price | $ / shares | $ 12 | $ 12 | ||||
Waiting period after which the share trading days are considered | 150 days | |||||
Number of trading days for determining share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
[1] | Includes an aggregate of up to 1,312,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On April 12, 2021, the underwriters exercised their over-allotment option in full, hence, the Founder Shares were no longer subject to forfeiture (see Note 11). |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Mar. 31, 2021 | Mar. 25, 2021 | Mar. 24, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Mutual Fund held in Trust Account | $ 350,001,444 | ||
Warrant liability | 17,985,180 | $ 17,796,406 | |
Private Placement Warrants | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 17,985,180 | $ 17,796,406 | |
Mutual Fund | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Mutual Fund held in Trust Account | 350,001,444 | ||
Mutual Fund | Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Mutual Fund held in Trust Account | 350,001,444 | ||
Warrant | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 17,985,180 | ||
Warrant | Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 17,985,180 | ||
Warrant | Public Warrants | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 8,831,707 | ||
Warrant | Public Warrants | Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 8,831,707 | ||
Warrant | Private Placement Warrants | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 9,153,473 | ||
Warrant | Private Placement Warrants | Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 9,153,473 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 13, 2021 | Mar. 31, 2021 | Mar. 25, 2021 |
Other Commitments [Line Items] | |||
Deferred underwriting commission | $ 12,250,000 | $ 12,250,000 | |
Subsequent Event | |||
Other Commitments [Line Items] | |||
Deferred underwriting commission | $ 14,090,000 | ||
Underwriting Agreement | Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Common stock shares subscribed but not issued | 5,250,000 | ||
Underwriting discount per share | $ 0.20 | ||
Payment of underwriting discount | $ 7,000,000 | ||
Deferred underwriting discount per share | $ 0.35 | ||
Deferred underwriting commission | $ 12,250,000 | ||
Underwriting Agreement | Over-Allotment Option | Subsequent Event | |||
Other Commitments [Line Items] | |||
Stock shares issued during the period shares | 5,250,000 | ||
Total underwriting fees including for warrant issues | $ 8,050,000 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Mar. 24, 2021 |
Warrant Liability [Line Items] | |||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | ||||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||||
Percentage of consideration payable to shareholders of predecessor company in shares | 70.00% | 70.00% | 70.00% | ||
Financial liabilities at fair value | $ 17,985,180 | $ 17,985,180 | $ 17,985,180 | $ 17,796,406 | |
Changes in fair value of financial liabilities recorded in earnings | $ 188,774 | ||||
Fair Value, Inputs, Level 3 | |||||
Warrant Liability [Line Items] | |||||
Share price | $ 7.83 | $ 7.83 | $ 7.83 | $ 7.81 | |
Private Placement Warrants | |||||
Warrant Liability [Line Items] | |||||
Class of warrants or rights outstanding | 6,000,000 | 6,000,000 | 6,000,000 | ||
Warrants and rights outstanding term | 5 years | 5 years | 5 years | ||
Class of warrants or rights lock in period | 30 days | ||||
Private Placement Warrants | Fair Value, Inputs, Level 3 | |||||
Warrant Liability [Line Items] | |||||
Financial liabilities at fair value | $ 17,985,180 | $ 17,985,180 | $ 17,985,180 | $ 17,796,406 | |
Changes in fair value of financial liabilities recorded in earnings | $ 188,774 | ||||
Public Warrants | |||||
Warrant Liability [Line Items] | |||||
Class of warrants or rights outstanding | 7,000,000 | 7,000,000 | 7,000,000 | ||
Warrants and rights outstanding term | 5 years | 5 years | 5 years | ||
Class of warrants or rights redemption price per unit | $ 0.01 | $ 0.01 | $ 0.01 | ||
Minimum notice period to be given to the holders of warrants | 30 days | ||||
Public Warrants | Class A ordinary shares | |||||
Warrant Liability [Line Items] | |||||
Share price | $ 18 | $ 18 | $ 18 | ||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | ||||
Number of consecutive trading days for determining volume weighted average price of shares | 20 days | ||||
Public Warrants | Class A ordinary shares | Adjusted Exercise Price Two | |||||
Warrant Liability [Line Items] | |||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% | 115.00% | 115.00% | ||
Public Warrants | Class A ordinary shares | Adjusted Exercise Price One | |||||
Warrant Liability [Line Items] | |||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180.00% | 180.00% | 180.00% | ||
Public Warrants | Class A ordinary shares | Minimum | |||||
Warrant Liability [Line Items] | |||||
Volume weighted average price of shares | $ 9.20 | ||||
From The Completion Of Business Combination | Public Warrants | |||||
Warrant Liability [Line Items] | |||||
Period after which the warrants are exercisable | 30 days | ||||
From The Completion Of Initial Public Offer | Private Placement Warrants | |||||
Warrant Liability [Line Items] | |||||
Period after which the warrants are exercisable | 12 months |
Warrant Liability - Schedule Of
Warrant Liability - Schedule Of Change In Fair Value Of The Warrant Liabilities (Detail) | Mar. 31, 2021USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Warrant liability, beginning balance | $ 17,796,406 |
Change in fair value of warrant liabilities | 188,774 |
Warrant liability, ending balance | $ 17,985,180 |
Warrant Liability - Schedule _2
Warrant Liability - Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 - $ / shares | Mar. 31, 2021 | Mar. 25, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 11.50 | $ 11.50 |
Share price | $ 7.83 | $ 7.81 |
Volatility | 40.00% | 40.00% |
Risk-free rate | 1.27% | 1.17% |
Expected term (years) | 5 years | 5 years |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2021 | Mar. 22, 2021 | Feb. 12, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Class A Ordinary Shares | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares issued | 3,383,162 | ||
Common stock, shares outstanding | 3,383,162 | ||
Class A Ordinary Shares | Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares issued | 3,383,162 | ||
Common stock, shares outstanding | 3,383,162 | ||
Temporary equity shares outstanding | 31,616,838 | ||
Class A Ordinary Shares | Founder | |||
Class of Stock [Line Items] | |||
Percentage of common stock issued and outstanding | 20.00% | ||
Class B Ordinary Shares | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares issued | 10,062,500 | ||
Common stock, shares outstanding | 10,062,500 | ||
Percentage holding of common stock eligible for voting of directors | 50.00% | ||
Percentage votes in terms of stock holding to approve voting rights of shares of another class | 90.00% | ||
Class B Ordinary Shares | Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares issued | 10,062,000 | ||
Common stock, shares outstanding | 10,062,000 | ||
Class B Ordinary Shares | Founder | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 10,062,500 | 9,487,500 | |
Percentage of common stock issued and outstanding | 20.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 13, 2021 | Mar. 31, 2021 | Jan. 13, 2021 |
Subsequent Event [Line Items] | |||
Proceeds from the issuance of common stock | $ 25,000 | ||
Proceeds from the issuance of derivative financial instruments | $ 9,000,000 | ||
Private Placement Warrants | |||
Subsequent Event [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 6,000,000 | ||
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Proceeds from the issuance of derivative financial instruments | $ 1,050,000 | ||
Subsequent Event | Private Placement Warrants | |||
Subsequent Event [Line Items] | |||
Payment of underwriting expenses | $ 1,050,000 | ||
Class of warrants or rights warrants issued during the period units | 700,000 | ||
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | ||
Subsequent Event | Over-Allotment Option | Underwriting Agreement | |||
Subsequent Event [Line Items] | |||
Stock issued during the period shares | 5,250,000 | ||
Proceeds from the issuance of common stock | $ 52,500,000 | ||
Transaction Costs Of Issues | 2,887,500 | ||
Additional Deferred Underwriting Commission | $ 1,837,500 |