Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | Virgin Group Acquisition Corp. II |
Entity Central Index Key | 0001841761 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Sep. 30, 2021 | Jan. 26, 2021 | |
Current Assets: | |||
Cash | $ 58,873 | ||
Prepaid expenses | 629,105 | ||
Total current assets | 687,978 | ||
Prepaid expenses — non-current portion | 299,902 | ||
Cash and investments held in trust account | 402,520,541 | ||
Deferred offering costs | $ 70,000 | ||
TOTAL ASSETS | 403,508,421 | 70,000 | |
Current liabilities: | |||
Accrued costs and expenses | 982,691 | ||
Due to related party | 61,667 | ||
Accounts payable and accrued expenses | 50,000 | ||
Total current liabilities | 1,044,358 | 50,000 | |
Warrant liability | 13,655,134 | ||
Deferred underwriters' discount | 14,087,500 | ||
Total liabilities | 28,786,992 | ||
Commitments and Contingencies | |||
Class A Ordinary shares, $0.001 par value; 200,000,000 shares authorized; 40,250,000 Shares subject to possible redemption at a redemption value of $10.00 per share | 402,500,000 | ||
Shareholders' Deficit: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 0 | 23,994 | |
Accumulated deficit | (27,779,577) | (5,000) | |
Total Shareholders' deficit | (27,778,571) | 20,000 | |
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT | 403,508,421 | 70,000 | |
Common Class A | |||
Current liabilities: | |||
Class A Ordinary shares, $0.001 par value; 200,000,000 shares authorized; 40,250,000 Shares subject to possible redemption at a redemption value of $10.00 per share | 402,500,000 | ||
Shareholders' Deficit: | |||
Common stock value | 0 | ||
Common Class B | |||
Shareholders' Deficit: | |||
Common stock value | 1,006 | 1,006 | [1] |
Total Shareholders' deficit | $ 1,006 | $ 1,006 | [1] |
[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 4). On February 12, 2021, the Company effected a 33-for-25 share split with respect to the founder shares, resulting in an aggregate of 9,487,500 founder shares issued and outstanding. On March 22, 2021, the Company effected a 35-for-33 share split with respect to the founder shares, resulting in an aggregate of 10,062,500 founder shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 4). |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2021 | Mar. 22, 2021 | Feb. 12, 2021 | Jan. 26, 2021 |
Temporary equity redemption price per share | $ 10 | $ 10 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common Class A | ||||
Shares subject to possible redemption | 40,250,000 | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | |||
Temporary Equity, Shares Authorized | 200,000,000 | |||
Temporary equity redemption price per share | $ 10 | |||
Common stock, par value | $ 0.0001 | |||
Common stock, shares authorized | 200,000,000 | |||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 | |||
Common Class B | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, shares issued | 10,062,500 | 10,062,500 | ||
Common stock, shares outstanding | 10,062,500 | 10,062,500 | ||
Common Class B | Founder shares [Member] | Subsequent Event [Member] | ||||
Temporary Equity, Shares Issued | 10,062,500 | 9,487,500 | ||
Temporary Equity, Shares Outstanding | 10,062,500 | 9,487,500 | ||
Common Class B | Founder shares [Member] | Over-Allotment Option [Member] | ||||
Common Shares Subject To Forfeiture | 1,312,500 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | Jan. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Formation costs | $ 5,000 | |||
Formation and operating costs | $ 1,208,967 | $ 1,485,953 | ||
Loss from operations | (1,208,967) | (1,485,953) | ||
Other income (expense): | ||||
Interest income earned on investments held in trust account | 5,179 | 20,541 | ||
Offering costs allocated to warrants | 0 | (570,496) | ||
Change in fair value of warrant liabilities | 6,658,475 | 6,496,009 | ||
Total other income | 6,663,654 | 5,946,054 | ||
Net income (loss) | $ (5,000) | $ 5,454,687 | $ 4,460,101 | |
Basic and diluted weighted average shares outstanding | [1] | 8,750,000 | ||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.11 | $ 0.12 | |
Common Class A | ||||
Other income (expense): | ||||
Basic and diluted weighted average shares outstanding | 40,250,000 | 28,918,582 | ||
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ 0.12 | ||
Common Class B | ||||
Other income (expense): | ||||
Net income (loss) | $ (1,090,937) | $ (1,115,120) | ||
Basic and diluted weighted average shares outstanding | 10,062,500 | 9,640,625 | ||
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ 0.12 | ||
[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 4). On February 12, 2021, the Company effected a 33-for-25 share split with respect to the founder shares, resulting in an aggregate of 9,487,500 founder shares issued and outstanding. On March 22, 2021, the Company effected a 35-for-33 share split with respect to the founder shares, resulting in an aggregate of 10,062,500 founder shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 4). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) - shares | Mar. 22, 2021 | Feb. 12, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Jan. 26, 2021 |
Number Of Shares Outstanding | 40,250,000 | 35,000,000 | 35,000,000 | |||
Common Class B | Founder shares [Member] | Subsequent Event [Member] | ||||||
Stockholders' equity note, stock split | 35-for-33 | 33-for-25 | ||||
Number of shares issued | 10,062,500 | 9,487,500 | ||||
Number Of Shares Outstanding | 10,062,500 | 9,487,500 | ||||
Common Class B | Over-Allotment Option [Member] | Founder shares [Member] | ||||||
Common Shares Subject To Forfeiture | 1,312,500 | |||||
Common Class B | Over-Allotment Option [Member] | Founder shares [Member] | Subsequent Event [Member] | ||||||
Stockholders' equity note, stock split | 35-for- 33 | 33-for-25 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Class B Ordinary Shares | Additional Paid In Capital | Accumulated Deficit | ||
Balance Beginning at Jan. 12, 2021 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | |
Balance Beginning, Shares at Jan. 12, 2021 | [1] | 0 | ||||
Issuance of Class B Ordinary shares to Sponsor | [1] | 25,000 | $ 1,006 | 23,994 | 0 | |
Issuance of Class B Ordinary shares to Sponsor, Shares | [1] | 10,062,500 | ||||
Net income (loss) | (5,000) | (5,000) | ||||
Balance Ending at Jan. 26, 2021 | 20,000 | $ 1,006 | [1] | 23,994 | (5,000) | |
Balance Ending, Shares at Jan. 26, 2021 | [1] | 10,062,500 | ||||
Balance Beginning at Jan. 12, 2021 | 0 | $ 0 | [1] | 0 | 0 | |
Balance Beginning, Shares at Jan. 12, 2021 | [1] | 0 | ||||
Issuance of Class B Ordinary shares to Sponsor | 25,000 | $ 1,006 | 23,994 | 0 | ||
Issuance of Class B Ordinary shares to Sponsor, Shares | 10,062,500 | |||||
Accretion for Class A Ordinary Shares to redemption amount | (32,263,672) | (23,994) | (32,239,678) | |||
Net income (loss) | (994,586) | 0 | (994,586) | |||
Balance Ending at Jun. 30, 2021 | (33,233,258) | $ 1,006 | 0 | (33,234,264) | ||
Balance Ending, Shares at Jun. 30, 2021 | 10,062,500 | |||||
Balance Beginning at Jan. 12, 2021 | 0 | $ 0 | [1] | 0 | 0 | |
Balance Beginning, Shares at Jan. 12, 2021 | [1] | 0 | ||||
Net income (loss) | 4,460,101 | $ (1,115,120) | ||||
Balance Ending at Sep. 30, 2021 | (27,778,571) | $ 1,006 | 0 | (27,779,577) | ||
Balance Ending, Shares at Sep. 30, 2021 | 10,062,500 | |||||
Balance Beginning at Jun. 30, 2021 | (33,233,258) | $ 1,006 | 0 | (33,234,264) | ||
Balance Beginning, Shares at Jun. 30, 2021 | 10,062,500 | |||||
Net income (loss) | 5,454,687 | $ (1,090,937) | 0 | 5,454,687 | ||
Balance Ending at Sep. 30, 2021 | $ (27,778,571) | $ 1,006 | $ 0 | $ (27,779,577) | ||
Balance Ending, Shares at Sep. 30, 2021 | 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 (see Note 4). On February 12, 2021, the Company effected a 33-for-25 share split with respect to the founder shares, resulting in an aggregate of 9,487,500 founder shares issued and outstanding. On March 22, 2021, the Company effected a 35-for-33 share split with respect to the founder shares, resulting in an aggregate of 10,062,500 founder shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 4). |
Condensed Statements Of Chang_2
Condensed Statements Of Changes In Shareholders' Deficit (Parenthetical) - shares | Mar. 22, 2021 | Feb. 12, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Jan. 26, 2021 |
Number Of Shares Outstanding | 40,250,000 | 35,000,000 | 35,000,000 | |||
Class B Ordinary Shares | Founder shares [Member] | Subsequent Event [Member] | ||||||
Stockholders' equity note, stock split | 35-for-33 | 33-for-25 | ||||
Number of shares issued | 10,062,500 | 9,487,500 | ||||
Number Of Shares Outstanding | 10,062,500 | 9,487,500 | ||||
Class B Ordinary Shares | Over-Allotment Option [Member] | Founder shares [Member] | ||||||
Common shares subject to forfeiture | 1,312,500 | |||||
Class B Ordinary Shares | Over-Allotment Option [Member] | Founder shares [Member] | Subsequent Event [Member] | ||||||
Stockholders' equity note, stock split | 35-for- 33 | 33-for-25 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | Jan. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Cash flows from operating activities: | |||
Net income (loss) | $ (5,000) | $ 5,454,687 | $ 4,460,101 |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Interest income on cash and investments held in Trust Account | (5,179) | (20,541) | |
Offering costs allocated to warrant liability | 570,496 | ||
Change in fair value of warrant liability | (6,658,475) | (6,496,009) | |
Changes in operating assets and liabilities: | |||
Prepaid assets | (929,007) | ||
Accrued costs and expenses | 982,690 | ||
Due to related party | 61,667 | ||
Formation costs paid by Sponsor in consideration for issuance of Class B ordinary shares | 5,000 | ||
Net cash used in operating activities | 0 | (1,370,603) | |
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | (402,500,000) | ||
Net cash used in investing activities | (402,500,000) | ||
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 | 394,450,000 | ||
Proceeds from private placement | 10,050,000 | ||
Payment of offering costs | (595,524) | ||
Net cash provided by financing activities | 403,929,476 | ||
Net change in cash | 0 | 58,873 | |
Cash, beginning of the period | 0 | 0 | |
Cash, end of the period | 0 | $ 58,873 | 58,873 |
Supplemental disclosure of cash flow information: | |||
Deferred underwriting commissions charged to temporary equity | $ 14,087,500 | ||
Non-cash investing and financing activities: | |||
Deferred offering costs included in accounts payable and accrued expenses | 50,000 | ||
Deferred offering cost paid by Sponsor in consideration for Class B ordinary shares | $ 20,000 |
Organization and Business Opera
Organization and Business Operations | Jan. 26, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Virgin Group Acquisition Corp II (the “Company”) was incorporated in the Cayman Islands on January 13, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of January 26, 2021, the Company had not commenced any operations. All activity through January 26, 2021 relates to the Company’s formation and the proposed initial public offering (the “Proposed Public Offering”), 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 Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 35,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 40,250,000 Units if the underwriter’s over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 6,000,000 warrants (or 6,700,000 warrants if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Virgin Group Acquisition Sponsor II LLC (the “Sponsor”), that will close simultaneously with the Proposed Public Offering, which is discussed in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 90% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The 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 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 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 The Company will have until 24 months from the closing of the Proposed Public Offering to complete a Business Combination (the “Combination Period”). If the Company has not completed complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to their its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | Note 1 — Organization and Business Operations Virgin Group Acquisition Corp. II (the “Company”) was incorporated as a Cayman Islands As of September 30, 2021, the Company had not commenced any operations. All activity for the period through September 30, 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”), which is discussed in Note 4. 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. On April 13, 2021, the underwriters exercised their full over-allotment option which resulted in the sale of an additional 5,250,000 units to the public generating additional proceeds of $52,500,000. The over-allotment exercise resulted in an additional purchase of 700,000 Private Placement Warrants which generated gross proceeds of $1,050,000. Additional transaction costs of the overallotment amounted to $2,887,500 consisting of $1,050,000 of underwriting discount and $1,837,500 of deferred underwriting discount. As of September 30, 2021, $58,873 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, and the over-allotment exercise on April 13, 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 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 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 business combination activity. 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 Shares, at a per-share o 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 and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had $58,873 in its operating bank account and a working capital deficit of $356,380. 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 In order to finance transaction costs in connection with a Business Combination, or because the Company becomes obligated to redeem a significant number of the public shares upon consummation of the Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below). As of September 30, 2021, there were no amounts Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
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 shareholders’ 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. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Management re-evaluated ASC480 -10-99 re-evaluation, 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 the 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 amended Quarterly Report. Impact of the Restatement The impact to the balance sheet as of March 25, 2021, the unaudited balance sheet, statement of operations and statement of cash flows as of March 31, 2021 and for the period from January 13, 2021 (inception) to March 31, 2021 and the unaudited balance sheet, statements of operations and statement of cash flows as of June 30, 2021 and for the three months ended June 30, 2021 and for the period from January 13, 20 21 As Reported Adjustment As Restated Balance Sheet as of March 25, 2021 Class A ordinary shares subject to possible redemption $ 316,378,064 $ 33,621,936 $ 350,000,000 Class A ordinary shares, $0.0001 par value 336 (336 ) — Additional Paid-in Capital 5,521,316 (5,521,316 ) — Accumulated Deficit (522,653 ) (28,100,284 ) (28,622,937 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (33,621,936 ) $ (28,621,931 ) Number of shares subject to redemption 31,637,806 3,362,194 35,000,000 Balance Sheet as of March 31, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 316,168,382 $ 33,831,618 $ 350,000,000 Class A ordinary shares, $0.0001 par value 338 (338 ) — Class B ordinary shares, $0.0001 par value 1,006 — 1,006 Additional Paid-in 5,730,996 (5,730,996 ) — Accumulated Deficit (732,339 ) (28,100,284 ) (28,832,623 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (33,831,618 ) $ (28,831,617 ) Number of shares subject to redemption 31,616,838 3,383,162 35,000,000 Statement of operations for the period from January 13, 2021 Basic and diluted net loss per ordinary share, Class A $ 0.00 $ (0.02 ) $ (0.02 ) Basic and diluted net loss per ordinary share, Class B $ (0.08 ) $ 0.06 $ (0.02 ) Statement of Cash Flows for the period from January 13, 2021 Initial classification of Class A ordinary shares subject to possible redemption $ 316,378,064 $ (316,378,064 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (209,682 ) $ 209,682 $ — Balance Sheet as of June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 364,266,740 $ 38,233,260 $ 402,500,000 Class A ordinary shares, $0.0001 par value 382 (382 ) — Class B ordinary shares, $0.0001 par value 1,006 — 1,006 Additional Paid-in 5,993,201 (5,993,201 ) — Accumulated Deficit (994,586 ) (32,239,678 ) (33,234,264 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (38,233,261 ) $ (33,233,258 ) Number of shares subject to redemption 36,426,674 3,823,326 40,250,000 Statement of operations (unaudited) For the three months ended June 30, 2021 Basic and diluted net loss per ordinary share, Class A $ 0.00 (0.01 ) (0.01 ) Basic and diluted net loss per ordinary share, Class B $ (0.03 ) 0.02 (0.01 ) For Basic and diluted net loss per ordinary share, Class A $ 0.00 (0.02 ) (0.02 ) Basic and diluted net loss per ordinary share, Class B $ (0.10 ) 0.08 (0.02 ) Statement Initial classification of Class A ordinary shares subject to possible redemption $ 316,378,064 $ (316,378,064 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 47,488,678 $ (47,488,678 ) $ — |
Significant Accounting Policies
Significant Accounting Policies | Jan. 26, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of January 26, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 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 4). At January 26, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | 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 month period ending September 30, 2021 and for the period from January 13, 2021 (inception) through 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. 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 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 the financial statements in conformity with U.S. . 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. Investment in Trust Account When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. At September 30, 2021, the assets held in the Trust Account were held in a 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 September 30, 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, all of the Company’s 40,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Under ASC 480-10-S99, period. This method would view the end of the reporting period as if it were also the redemption date for the security. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (10,101,143 ) Less: Issuance costs related to Class A ordinary shares (22,162,529 ) Plus: Accretion of carrying value to redemption value 32,263,672 Class A ordinary shares subject to possible redemption $ 402,500,000 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 Instruments 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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Shares.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income per ordinary share is computed by dividing the pro rata net income between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for shares of Class A ordinary shares in the aggregate. Reconciliation of Net Income per Ordinary Share The following table presents a reconciliation of the For the For the Ordinary shares subject to possible redemption Numerator: Net $ 4,363,750 $ 3,344,981 Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic 40,250,000 28,918,582 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.11 $ 0.12 Non-Redeemable Numerator: Net income allocable to Class B ordinary shares not subject to redemption $ 1,090,937 $ 1,115,120 Denominator: Weighted Average Non-Redeemable 10,062,500 9,640,625 Basic and diluted net income per share, ordinary shares $ 0.11 $ 0.12 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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”) 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 | Jan. 26, 2021 | Sep. 30, 2021 |
Equity [Abstract] | ||
Initial Public Offering | NOTE 3 — PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company intends to offer for sale 35,000,000 Units (or 40,250,000 Units if the underwriter’s over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-fifth | 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. On April 13, 2021, the underwriter exercised their full over-allotment option which resulted in the sale of an additional 5,250,000 Units, for a total aggregate of 40,250,000 Units sold in connection with the IPO. Each Unit consists of one share of Class A Ordinary Shares, par value $0.0001 per share, and one- fifthof |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 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 Private Placement Warrants to Virgin Group Acquisition Sponsor II LLC at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000. On April 13, 2021 the underwriter exercised their full over-allotment option which resulted in the purchase of an additional 700,000 private placement warrants for proceeds of $1,050,000. Therefore the aggregate Private Placement Warrants purchased by Virgin Group Acquisition Sponsor II LLC were 6,700,000 for gross proceeds to the Company of $10,050,000. Each warrant is exercisable to purchase one share of the Company’s Class A Ordinary Shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO and held in the trust account, such that $402,500,000 is held in the trust account. If the Company does not complete its initial Business Combination within 24 months from the closing of the IPO, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | Jan. 26, 2021 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 4 — 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 (the “Founder Shares”). On February 12, 2021, the Company effected a 33 35 per-share 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, share 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 Private Placement The Sponsor has agreed to purchase 6,000,000 Private Placement Warrants (or 6,700,000 Private Placement Warrants if the over-allotment option is exercised in full) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000 (or $10,050,000 if the over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. 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 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (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 January 26, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company will enter into an agreement, commencing on the effective date of the Proposed Public Offering, pursuant to which it will pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On January 22, 2021, the Company issued 33 a 35 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 day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. 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 September 30, 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 need to disclose the three month period as well liquidation, it will cease paying these monthly fees. For the three month period from July 1, 2021 to September 30, 2021, the Company accrued $30,000 of administrative service fees in the Due to related party account on the balance sheet. For the period from January 13, 2021 (inception) to September 30, 2021, the Company has accrued $61,667 of administrative service fees in the Due to related party account on the balance sheet. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments in the Mutual Fund. September 30, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 402,520,541 $ 402,520,541 $ — $ — Liabilities: Warrant liability — $ 6,948,408 $ 6,948,408 — — Warrant liability — 6,706,726 — — 6,706,726 Warrant Liability $ 13,655,134 $ 6,948,408 $ — $ 6,706,726 The estimated fair value of the warrant liability for the Treasury zero-coupon Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in May 2021 when the Public Warrants were listed separately . The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2021: September 30, Strike price $ 11.50 Share price $ 9.5 Volatility 40 % Risk-free rate 1.04 % Expected term (years) 5 |
Commitments and Contingencies
Commitments and Contingencies | Jan. 26, 2021 | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 5 — 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 to be signed prior to or on the effective date of the Proposed Public Offering 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 will grant the underwriter a 45 -day The underwriter will be entitled to a cash underwriting discount of $0.20 per Unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriter’s over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $12,250,000 in the aggregate (or $14,087,500 in the aggregate if the underwriter’s over- allotment option to purchase additional Units is exercised in full). The deferred fee will become payable to the underwriter 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. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 | 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 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liability [Abstract] | |
Warrant Liability | Note 9 — Warrant Liability As of September 30, 2021, there were 8,050,000 Public Warrants and 6,700,000 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 60th business 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. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of a Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the trust account. 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 . 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 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” 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 each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $17,796,406 of warrant liability upon issuance as of March 25, 2021 and an additional $2,392,661 The change in fair value of the warrant liabilities is summarized as follows: Private Public Warrant January 13, 2021 $ — $ — $ — Initial measurement on March 25, 2021 9,020,019 8,776,387 17,796,406 Change in fair value 133,454 55,320 188,774 Fair value as of March 31, 2021 9,153,473 8,831,707 17,985,180 Initial measurement on April 13, 2021 of over-allotment 1,067,905 1,324,756 2,392,661 Change in fair value (246,729 ) 182,497 (64,232 ) Transfer to Level 1 — (10,338,960 ) (10,338,960 ) Fair value as of June 30, 2021 9,974,649 — 9,974,649 (3,267,923 ) — (3,267,923 ) Fair Value as of September 30, 2021 6,706,726 — 6,706,726 |
Shareholders' Equity
Shareholders' Equity | Jan. 26, 2021 | Sep. 30, 2021 |
Equity [Abstract] | ||
Shareholders' Equity | NOTE 6 — SHAREHOLDER’S EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one one-for-one Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem 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; • to each warrant holder; and • if, and only if, the reported 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 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, 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 | Note 10 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Company’s public shares will not be entitled to vote on the appointment of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of the Company’s ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the Company’s initial business combination, except as required by law, holders of the founder shares and holders of the Company’s public shares will vote together as a single class, with each share entitling the holder to one vote. If the company seeks shareholder approval of the Company’s initial business combination, the Company will complete the Company’s initial business combination only if the Company receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, the Company’s sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial business combination. 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 basis, subject to adjustment for share sub-divisions, share capitalization, reorganizations, recapitalization and the like and subject to further adjustments as provided in the IPO. 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 total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Company’s sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Subsequent Events
Subsequent Events | Jan. 26, 2021 | Sep. 30, 2021 |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 7 — SUBSEQUENT EVENTS On February 12, 2021, the Company effected a 33-for-25 35-for- per-share As of March 24, 2021, the Company had borrowed an aggregate of $125,103 under the Promissory Note. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 24, 2021, the date that the financial statements were available to be issued. Based upon this review, other than mentioned above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | 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, other than the restatement discussed in Note 2. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | Jan. 26, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, | 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 month period ending September 30, 2021 and for the period from January 13, 2021 (inception) through 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. 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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | 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 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. . |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
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. | |
Investment in Trust Account | Investment in Trust Account When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. At September 30, 2021, the assets held in the Trust Account were held in a 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 September 30, 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, all of the Company’s 40,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Under ASC 480-10-S99, period. This method would view the end of the reporting period as if it were also the redemption date for the security. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (10,101,143 ) Less: Issuance costs related to Class A ordinary shares (22,162,529 ) Plus: Accretion of carrying value to redemption value 32,263,672 Class A ordinary shares subject to possible redemption $ 402,500,000 | |
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 Instruments | Derivative Instruments 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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. | |
Net Income (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 issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 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 4). At January 26, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Shares.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income per ordinary share is computed by dividing the pro rata net income between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for shares of Class A ordinary shares in the aggregate. Reconciliation of Net Income per Ordinary Share The following table presents a reconciliation of the For the For the Ordinary shares subject to possible redemption Numerator: Net $ 4,363,750 $ 3,344,981 Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic 40,250,000 28,918,582 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.11 $ 0.12 Non-Redeemable Numerator: Net income allocable to Class B ordinary shares not subject to redemption $ 1,090,937 $ 1,115,120 Denominator: Weighted Average Non-Redeemable 10,062,500 9,640,625 Basic and diluted net income per share, ordinary shares $ 0.11 $ 0.12 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of January 26, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | |
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”) 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. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of impact of the revision on the company's financial statements | The impact to the balance sheet as of March 25, 2021, the unaudited balance sheet, statement of operations and statement of cash flows as of March 31, 2021 and for the period from January 13, 2021 (inception) to March 31, 2021 and the unaudited balance sheet, statements of operations and statement of cash flows as of June 30, 2021 and for the three months ended June 30, 2021 and for the period from January 13, 20 21 As Reported Adjustment As Restated Balance Sheet as of March 25, 2021 Class A ordinary shares subject to possible redemption $ 316,378,064 $ 33,621,936 $ 350,000,000 Class A ordinary shares, $0.0001 par value 336 (336 ) — Additional Paid-in Capital 5,521,316 (5,521,316 ) — Accumulated Deficit (522,653 ) (28,100,284 ) (28,622,937 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (33,621,936 ) $ (28,621,931 ) Number of shares subject to redemption 31,637,806 3,362,194 35,000,000 Balance Sheet as of March 31, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 316,168,382 $ 33,831,618 $ 350,000,000 Class A ordinary shares, $0.0001 par value 338 (338 ) — Class B ordinary shares, $0.0001 par value 1,006 — 1,006 Additional Paid-in 5,730,996 (5,730,996 ) — Accumulated Deficit (732,339 ) (28,100,284 ) (28,832,623 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (33,831,618 ) $ (28,831,617 ) Number of shares subject to redemption 31,616,838 3,383,162 35,000,000 Statement of operations for the period from January 13, 2021 Basic and diluted net loss per ordinary share, Class A $ 0.00 $ (0.02 ) $ (0.02 ) Basic and diluted net loss per ordinary share, Class B $ (0.08 ) $ 0.06 $ (0.02 ) Statement of Cash Flows for the period from January 13, 2021 Initial classification of Class A ordinary shares subject to possible redemption $ 316,378,064 $ (316,378,064 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (209,682 ) $ 209,682 $ — Balance Sheet as of June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 364,266,740 $ 38,233,260 $ 402,500,000 Class A ordinary shares, $0.0001 par value 382 (382 ) — Class B ordinary shares, $0.0001 par value 1,006 — 1,006 Additional Paid-in 5,993,201 (5,993,201 ) — Accumulated Deficit (994,586 ) (32,239,678 ) (33,234,264 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (38,233,261 ) $ (33,233,258 ) Number of shares subject to redemption 36,426,674 3,823,326 40,250,000 Statement of operations (unaudited) For the three months ended June 30, 2021 Basic and diluted net loss per ordinary share, Class A $ 0.00 (0.01 ) (0.01 ) Basic and diluted net loss per ordinary share, Class B $ (0.03 ) 0.02 (0.01 ) For Basic and diluted net loss per ordinary share, Class A $ 0.00 (0.02 ) (0.02 ) Basic and diluted net loss per ordinary share, Class B $ (0.10 ) 0.08 (0.02 ) Statement Initial classification of Class A ordinary shares subject to possible redemption $ 316,378,064 $ (316,378,064 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 47,488,678 $ (47,488,678 ) $ — |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Class A Ordinary shares reflected in the Condensed Balance Sheets | At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (10,101,143 ) Less: Issuance costs related to Class A ordinary shares (22,162,529 ) Plus: Accretion of carrying value to redemption value 32,263,672 Class A ordinary shares subject to possible redemption $ 402,500,000 |
Reconciliation Of Net Loss Per Ordinary Share | The following table presents a reconciliation of the For the For the Ordinary shares subject to possible redemption Numerator: Net $ 4,363,750 $ 3,344,981 Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic 40,250,000 28,918,582 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.11 $ 0.12 Non-Redeemable Numerator: Net income allocable to Class B ordinary shares not subject to redemption $ 1,090,937 $ 1,115,120 Denominator: Weighted Average Non-Redeemable 10,062,500 9,640,625 Basic and diluted net income per share, ordinary shares $ 0.11 $ 0.12 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments in the Mutual Fund. September 30, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 402,520,541 $ 402,520,541 $ — $ — Liabilities: Warrant liability — $ 6,948,408 $ 6,948,408 — — Warrant liability — 6,706,726 — — 6,706,726 Warrant Liability $ 13,655,134 $ 6,948,408 $ — $ 6,706,726 |
Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2021: September 30, Strike price $ 11.50 Share price $ 9.5 Volatility 40 % Risk-free rate 1.04 % Expected term (years) 5 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 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: Private Public Warrant January 13, 2021 $ — $ — $ — Initial measurement on March 25, 2021 9,020,019 8,776,387 17,796,406 Change in fair value 133,454 55,320 188,774 Fair value as of March 31, 2021 9,153,473 8,831,707 17,985,180 Initial measurement on April 13, 2021 of over-allotment 1,067,905 1,324,756 2,392,661 Change in fair value (246,729 ) 182,497 (64,232 ) Transfer to Level 1 — (10,338,960 ) (10,338,960 ) Fair value as of June 30, 2021 9,974,649 — 9,974,649 (3,267,923 ) — (3,267,923 ) Fair Value as of September 30, 2021 6,706,726 — 6,706,726 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Apr. 13, 2021 | Mar. 25, 2021 | Jan. 26, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 13, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Company incorporation date of incorporation | Jan. 13, 2021 | 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 | 14,087,500 | |||||||
Deferred underwriting discount non current | 12,250,000 | |||||||
Other offering costs | 595,525 | |||||||
Proceeds from gross proceeds | 9,000,000 | |||||||
Cash | $ 58,873 | |||||||
Term of restricted investments | 185 days | 180 days | ||||||
Per share value of restricted asset | $ 10 | $ 10 | ||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 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 | 10 days | ||||||
Expenses payable on dissolution | $ 100,000 | $ 100,000 | ||||||
Net working capital | $ 356,380 | |||||||
Private Placement Warrants | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Class of warrants or rights exercise price per share | $ 11.50 | |||||||
Proceeds from gross proceeds | $ 1,050,000 | |||||||
Class of warrants or rights warrants issued during the period units | 700,000 | 6,000,000 | 6,000,000 | |||||
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | $ 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 | 90.00% | 80.00% | ||||||
Equity method investment ownership percentage | 50.00% | 50.00% | ||||||
IPO | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during the period shares | 40,250,000 | |||||||
Total transaction costs incurred in connection with initial public offering | $ 22,733,025 | |||||||
Over-Allotment Option | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from initial public offering | $ 52,500,000 | |||||||
Deferred underwriting discount non current | 1,837,500 | |||||||
Underwriting discount | 1,050,000 | |||||||
Units issued during period shares new issues | 5,250,000 | |||||||
Stock issuance costs | 2,887,500 | |||||||
Over-Allotment Option | Private Placement Warrants | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Class of warrants or rights warrants issued during the period units | 6,700,000 | |||||||
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 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from initial public offering | $ 402,500,000 | $ 402,500,000 | ||||||
Temporary equity redemption price per share | $ 10 | |||||||
Class A Ordinary Shares | IPO | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during the period shares | 35,000,000 | 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 | $ 11.50 | ||||||
Sale of stock issue price per share | $ 10 | $ 10 | ||||||
Class A Ordinary Shares | Over-Allotment Option | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during the period shares | 40,250,000 | |||||||
Sale of stock issue price per share | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Sep. 30, 2021USD ($) |
Accounting Changes And Error Corrections [Line Items] | |
Redeemable non-controlling interest permanent equity | $ 5,000,000 |
Minimum tangible assets for business combination | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Impact of the Restatement on the Company's Financial Statements (Detail) - USD ($) | Jan. 26, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 25, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | ||
Liabilities and shareholders' equity | |||||||||||
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 | $ 350,000,000 | $ 402,500,000 | $ 402,500,000 | $ 350,000,000 | |||||
Shareholders' equity | |||||||||||
Additional paid-in-capital | $ 23,994 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Accumulated Deficit | (5,000) | (27,779,577) | (33,234,264) | (28,832,623) | (33,234,264) | (27,779,577) | (28,622,937) | ||||
Total Shareholders' deficit | $ 20,000 | $ (27,778,571) | $ (33,233,258) | $ (28,831,617) | $ (33,233,258) | $ (27,778,571) | $ (28,621,931) | $ 0 | |||
Number of shares subject to redemption | 40,250,000 | 35,000,000 | 40,250,000 | 35,000,000 | |||||||
Statement of operations | |||||||||||
Basic and diluted net loss per ordinary share | $ 0 | $ 0.11 | $ 0.12 | ||||||||
Class A Ordinary Shares | |||||||||||
Liabilities and shareholders' equity | |||||||||||
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 | $ 402,500,000 | ||||||||
Shareholders' equity | |||||||||||
Common stock value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Statement of operations | |||||||||||
Basic and diluted net loss per ordinary share | $ 0.11 | $ (0.01) | $ (0.02) | $ (0.02) | $ 0.12 | ||||||
Statement of Cash Flows | |||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | |||||||||
Change in value of Class A ordinary shares subject to possible redemption | 0 | 0 | |||||||||
Class B Ordinary Shares | |||||||||||
Shareholders' equity | |||||||||||
Common stock value | 1,006 | [1] | $ 1,006 | $ 1,006 | $ 1,006 | 1,006 | $ 1,006 | ||||
Total Shareholders' deficit | $ 1,006 | [1] | $ 1,006 | $ 1,006 | $ 1,006 | $ 1,006 | $ 0 | [1] | |||
Statement of operations | |||||||||||
Basic and diluted net loss per ordinary share | $ 0.11 | $ (0.01) | $ (0.02) | $ (0.02) | $ 0.12 | ||||||
As Previously Reported | |||||||||||
Liabilities and shareholders' equity | |||||||||||
Class A ordinary shares subject to possible redemption | $ 364,266,740 | $ 316,168,382 | $ 364,266,740 | 316,378,064 | |||||||
Shareholders' equity | |||||||||||
Additional paid-in-capital | 5,993,201 | 5,730,996 | 5,993,201 | 5,521,316 | |||||||
Accumulated Deficit | (994,586) | (732,339) | (994,586) | (522,653) | |||||||
Total Shareholders' deficit | $ 5,000,003 | $ 5,000,001 | $ 5,000,003 | $ 5,000,005 | |||||||
Number of shares subject to redemption | 36,426,674 | 31,616,838 | 36,426,674 | 31,637,806 | |||||||
As Previously Reported | Class A Ordinary Shares | |||||||||||
Shareholders' equity | |||||||||||
Common stock value | $ 382 | $ 338 | $ 382 | $ 336 | |||||||
Statement of operations | |||||||||||
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | $ 0 | ||||||||
Statement of Cash Flows | |||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | $ 316,378,064 | $ 316,378,064 | |||||||||
Change in value of Class A ordinary shares subject to possible redemption | (209,682) | 47,488,678 | |||||||||
As Previously Reported | Class B Ordinary Shares | |||||||||||
Shareholders' equity | |||||||||||
Common stock value | $ 1,006 | $ 1,006 | $ 1,006 | ||||||||
Statement of operations | |||||||||||
Basic and diluted net loss per ordinary share | $ (0.03) | $ (0.08) | $ (0.10) | ||||||||
Restatement Adjustment | |||||||||||
Liabilities and shareholders' equity | |||||||||||
Class A ordinary shares subject to possible redemption | $ 38,233,260 | $ 33,831,618 | $ 38,233,260 | 33,621,936 | |||||||
Shareholders' equity | |||||||||||
Additional paid-in-capital | (5,993,201) | (5,730,996) | (5,993,201) | (5,521,316) | |||||||
Accumulated Deficit | (32,239,678) | (28,100,284) | (32,239,678) | (28,100,284) | |||||||
Total Shareholders' deficit | $ (38,233,261) | $ (33,831,618) | $ (38,233,261) | $ (33,621,936) | |||||||
Number of shares subject to redemption | 3,823,326 | 3,383,162 | 3,823,326 | 3,362,194 | |||||||
Restatement Adjustment | Class A Ordinary Shares | |||||||||||
Shareholders' equity | |||||||||||
Common stock value | $ (382) | $ (338) | $ (382) | $ (336) | |||||||
Statement of operations | |||||||||||
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.02) | $ (0.02) | ||||||||
Statement of Cash Flows | |||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | $ (316,378,064) | $ (316,378,064) | |||||||||
Change in value of Class A ordinary shares subject to possible redemption | 209,682 | (47,488,678) | |||||||||
Restatement Adjustment | Class B Ordinary Shares | |||||||||||
Shareholders' equity | |||||||||||
Common stock value | $ 0 | $ 0 | $ 0 | ||||||||
Statement of operations | |||||||||||
Basic and diluted net loss per ordinary share | $ 0.02 | $ 0.06 | $ 0.08 | ||||||||
[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 4). On February 12, 2021, the Company effected a 33-for-25 share split with respect to the founder shares, resulting in an aggregate of 9,487,500 founder shares issued and outstanding. On March 22, 2021, the Company effected a 35-for-33 share split with respect to the founder shares, resulting in an aggregate of 10,062,500 founder shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 4). |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Summary of Impact of the Restatement on the Company's Financial Statements (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Jan. 26, 2021 |
Common Class A | |||||
Accounting Changes And Error Corrections [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class B | |||||
Accounting Changes And Error Corrections [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies - Reconciliation Of Net Loss Per Ordinary Share (Detail) - USD ($) | Jan. 26, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | |||||||
Basic and diluted weighted average shares outstanding | [1] | 8,750,000 | |||||
Basic and diluted net income per share, Ordinary Shares subject to possible redemption | $ 0 | $ 0.11 | $ 0.12 | ||||
Basic and diluted weighted average shares outstanding not subject to possible redemption | [1] | 8,750,000 | |||||
Basic and diluted net loss per ordinary share | $ 0 | $ 0.11 | $ 0.12 | ||||
Numerator: Net loss minus redeemable net earnings | |||||||
Adjusted Non-Redeemable Net loss | $ 5,000 | $ (5,454,687) | $ 994,586 | $ (4,460,101) | |||
Class A Common Stock Subject To Possible Redemption | |||||||
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | |||||||
Net income allocable to Ordinary Shares | $ 4,363,750 | $ 3,344,981 | |||||
Basic and diluted net income per share, Ordinary Shares subject to possible redemption | $ 0.11 | $ 0.12 | |||||
Basic and diluted net loss per ordinary share | $ 0.11 | $ 0.12 | |||||
Common Class B | |||||||
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | |||||||
Basic and diluted weighted average shares outstanding | 10,062,500 | 9,640,625 | |||||
Basic and diluted net income per share, Ordinary Shares subject to possible redemption | $ 0.11 | $ (0.01) | $ (0.02) | $ (0.02) | $ 0.12 | ||
Basic and diluted weighted average shares outstanding not subject to possible redemption | 10,062,500 | 9,640,625 | |||||
Basic and diluted net loss per ordinary share | $ 0.11 | $ (0.01) | $ (0.02) | $ (0.02) | $ 0.12 | ||
Numerator: Net loss minus redeemable net earnings | |||||||
Adjusted Non-Redeemable Net loss | $ 1,090,937 | $ 1,115,120 | |||||
Class A Redeemable Common Stock [Member] | |||||||
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | |||||||
Basic and diluted weighted average shares outstanding | 40,250,000 | 28,918,582 | |||||
Basic and diluted weighted average shares outstanding not subject to possible redemption | 40,250,000 | 28,918,582 | |||||
Class A Non Redeemable Common Stock [Member] | |||||||
Numerator: Net income allocable to Ordinary Shares subject to possible redemption | |||||||
Basic and diluted weighted average shares outstanding | 10,062,500 | 9,640,625 | |||||
Basic and diluted weighted average shares outstanding not subject to possible redemption | 10,062,500 | 9,640,625 | |||||
[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 4). On February 12, 2021, the Company effected a 33-for-25 share split with respect to the founder shares, resulting in an aggregate of 9,487,500 founder shares issued and outstanding. On March 22, 2021, the Company effected a 35-for-33 share split with respect to the founder shares, resulting in an aggregate of 10,062,500 founder shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 4). |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Reconciliation of Class A Ordinary Shares Reflected in the Condensed Balance Sheets (Detail) - USD ($) | Apr. 13, 2021 | Mar. 25, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Temporary Equity [Line Items] | ||||||
Gross Proceeds | $ 350,000,000 | |||||
Less: Proceeds allocated to Public Warrants | $ (9,000,000) | $ (10,050,000) | ||||
Plus: Accretion of carrying value to redemption value | $ 32,263,672 | |||||
Class A ordinary shares subject to possible redemption | $ 350,000,000 | $ 402,500,000 | 402,500,000 | $ 350,000,000 | ||
Common Class A [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Gross Proceeds | 402,500,000 | $ 402,500,000 | ||||
Less: Proceeds allocated to Public Warrants | (10,101,143) | (10,101,143) | ||||
Less: Issuance costs related to Class A ordinary shares | (22,162,529) | (22,162,529) | ||||
Plus: Accretion of carrying value to redemption value | 32,263,672 | 32,263,672 | ||||
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Feb. 12, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Jan. 26, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | |||||||
Cash | $ 0 | ||||||
Temporary equity shares outstanding | 40,250,000 | 35,000,000 | 35,000,000 | ||||
Total transaction costs incurred in connection with initial public offering | 19,845,525 | ||||||
Offering costs allocated to warrant liability | 570,496 | ||||||
Unrecognized tax benefits | 0 | $ 0 | $ 0 | ||||
Unrecognized tax benefits income tax penalties and interest accrued | 0 | $ 0 | $ 0 | ||||
IPO | |||||||
Accounting Policies [Line Items] | |||||||
Total transaction costs incurred in connection with initial public offering | 22,733,025 | ||||||
Adjustment to additional paid in capital stock issuance costs | $ 22,162,529 | ||||||
Private Placement Warrants | |||||||
Accounting Policies [Line Items] | |||||||
Class of warrants or rights number of shares called by the warrants or rights | 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 | 40,250,000 | ||||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder shares [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Common shares subject to forfeiture | 1,312,500 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Apr. 13, 2021 | Mar. 25, 2021 | Jan. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
IPO | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period shares | 40,250,000 | ||||
Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Units issued during period shares new issues | 5,250,000 | ||||
Class A Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period shares | 35,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A Ordinary Shares | IPO | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period shares | 35,000,000 | 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 | $ 11.50 | |||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Class A Ordinary Shares | Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period shares | 40,250,000 | ||||
Sale of stock issue price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Apr. 13, 2021 | Jan. 26, 2021 | Sep. 30, 2021 | Jan. 13, 2021 |
Private Placement [Line Items] | ||||
Payment to acquire restricted investments | $ 402,500,000 | |||
Proceeds from issuance of warrants | $ 9,000,000 | $ 10,050,000 | ||
Private Placement Warrants | ||||
Private Placement [Line Items] | ||||
Class of warrants or rights warrants issued during the period units | 700,000 | 6,000,000 | 6,000,000 | |
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | $ 1.50 | ||
Class of warrants or rights exercise price per share | $ 11.50 | |||
Proceeds from issuance of warrants | $ 9,000,000 | |||
Private Placement Warrants | Sponsor | ||||
Private Placement [Line Items] | ||||
Class of warrants or rights warrants issued during the period units | 6,700,000 | |||
Proceeds from issuance of warrants | $ 1,050,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Apr. 13, 2021USD ($)shares | Mar. 22, 2021shares | Feb. 12, 2021shares | Jan. 26, 2021USD ($)$ / sharesshares | Jan. 22, 2021USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Jan. 13, 2021$ / shares | |
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services value | $ 25,000 | [1] | $ 25,000 | |||||||
Due to related party current | $ 61,667 | $ 61,667 | ||||||||
Proceeds from issuance of warrants | $ 9,000,000 | $ 10,050,000 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights warrants issued during the period units | shares | 700,000 | 6,000,000 | 6,000,000 | |||||||
Proceeds from issuance of warrants | $ 9,000,000 | |||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.50 | |||||||||
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 1.50 | $ 1.50 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Shares, Subject to Forfeiture | shares | 1,312,500 | 1,312,500 | ||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights warrants issued during the period units | shares | 6,700,000 | |||||||||
Proceeds from issuance of warrants | $ 10,050,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable to related party classified as current | $ 0 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | |||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights warrants issued during the period units | shares | 6,700,000 | |||||||||
Proceeds from issuance of warrants | $ 1,050,000 | |||||||||
Sponsor [Member] | 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 | 30,000 | 30,000 | ||||||||
Sponsor [Member] | Administration And Support Services | General and Administrative Expense | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction administration expenses incurred | 30,000 | 61,667 | ||||||||
Sponsor [Member] | 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 | 10,062,500 | [1] | 10,062,500 | |||||||
Stock shares issued during the period for services value | $ 1,006 | [1] | $ 1,006 | |||||||
Common stock shares outstanding | shares | 10,062,500 | 10,062,500 | 10,062,500 | |||||||
Percentage of common stock issued and outstanding | 20.00% | |||||||||
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% | 20.00% | |||||||
Common Class B | Sponsor [Member] | Restriction On Transfer Of Sponsor Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Lock in period of shares | 1 year | 1 year | ||||||||
Share Price | $ / shares | $ 12 | $ 12 | $ 12 | |||||||
Waiting period after which the share trading days are considered | 150 days | 150 days | ||||||||
Number of trading days for determining share price | 20 days | 20 days | ||||||||
Number of consecutive trading days for determining the share price | 30 days | 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 (see Note 4). On February 12, 2021, the Company effected a 33-for-25 share split with respect to the founder shares, resulting in an aggregate of 9,487,500 founder shares issued and outstanding. On March 22, 2021, the Company effected a 35-for-33 share split with respect to the founder shares, resulting in an aggregate of 10,062,500 founder shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 4). |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Sep. 30, 2021 | Mar. 25, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual Fund held in Trust Account | $ 402,520,541 | |
Public Warrants | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 6,948,408 | |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 20,189,067 | |
Private Placement Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 13,655,134 | $ 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 | 402,520,541 | |
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 | 402,520,541 | |
Warrant | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 13,655,134 | |
Warrant | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 6,948,408 | |
Warrant | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 6,706,726 | |
Warrant | Public Warrants | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 6,948,408 | |
Warrant | Private Placement Warrants | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 6,706,726 | |
Warrant | Private Placement Warrants | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 6,706,726 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Levels 3 [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strike price | $ 11.50 |
Share Price | $ 9.5 |
Volatility | 40.00% |
Risk-free rate | 1.04% |
Expected term (years) | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 13, 2021 | Jan. 26, 2021 | Sep. 30, 2021 |
Other Commitments [Line Items] | |||
Underwriting discount per share | $ 0.20 | ||
Deferred underwriting commission | $ 14,087,500 | ||
Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Deferred underwriting commission | $ 1,837,500 | ||
Underwriting Agreement | |||
Other Commitments [Line Items] | |||
Payment of underwriting discount | $ 7,000,000 | ||
Deferred underwriting commission | $ 12,250,000 | ||
Underwriting Agreement | Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Common stock shares subscribed but not issued | 5,250,000 | 5,250,000 | |
Underwriting discount per share | $ 0.20 | ||
Payment of underwriting discount | $ 8,050,000 | $ 8,050,000 | |
Deferred underwriting discount per share | $ 0.35 | $ 0.35 | |
Deferred underwriting commission | $ 14,087,500 | $ 14,087,500 | $ 14,087,500 |
Stock shares issued during the period shares | 5,250,000 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 26, 2021 | Sep. 30, 2021 | Mar. 25, 2021 |
Warrant Liability [Line Items] | |||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | 15 days | |||
Number of days after which business combination within which securities registration shall be effective | 60 days | 60 days | |||
Percentage of consideration payable to shareholders of predecessor company in shares | 70.00% | 70.00% | |||
Levels 3 [Member] | |||||
Warrant Liability [Line Items] | |||||
Share price | $ 9.5 | $ 9.5 | |||
Private Placement Warrants | |||||
Warrant Liability [Line Items] | |||||
Class of warrants or rights outstanding | 6,700,000 | 6,700,000 | |||
Warrants and rights outstanding term | 5 years | 5 years | |||
Class of warrants or rights lock in period | 30 days | 30 days | |||
Financial liabilities at fair value | $ 20,189,067 | ||||
Private Placement Warrants | Over-Allotment Option | |||||
Warrant Liability [Line Items] | |||||
Financial liabilities at fair value | 2,392,661 | ||||
Private Placement Warrants | Levels 3 [Member] | |||||
Warrant Liability [Line Items] | |||||
Financial liabilities at fair value | $ 13,655,134 | $ 13,655,134 | $ 17,796,406 | ||
Changes in fair value of financial liabilities recorded in earnings | $ 6,533,933 | ||||
Public Warrants | |||||
Warrant Liability [Line Items] | |||||
Class of warrants or rights outstanding | 8,050,000 | 8,050,000 | |||
Warrants and rights outstanding term | 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 | 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 | 20 days | |||
Number of consecutive trading days for determining the share price | 30 days | 30 days | |||
Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | 60.00% | |||
Number of consecutive trading days for determining volume weighted average price of shares | 20 days | 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 | $ 9.20 | |||
From The Completion Of Business Combination | Private Placement Warrants | |||||
Warrant Liability [Line Items] | |||||
Period after which the warrants are exercisable | 30 days | ||||
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 | ||||
From The Completion Of Initial Public Offer | Public 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) - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Private Placement Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value - Beginning Balance | $ 9,974,649 | $ 9,153,473 | $ 0 |
Initial measurement | 1,067,905 | 9,020,019 | |
Change in fair value | (3,267,923) | (246,729) | 133,454 |
Transfer to Level 1 | 0 | ||
Fair value - Ending Balance | 6,706,726 | 9,974,649 | 9,153,473 |
Public Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value - Beginning Balance | 0 | 8,831,707 | 0 |
Initial measurement | 1,324,756 | 8,776,387 | |
Change in fair value | 0 | 182,497 | 55,320 |
Transfer to Level 1 | (10,338,960) | ||
Fair value - Ending Balance | 0 | 0 | 8,831,707 |
Warrant Liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value - Beginning Balance | 9,974,649 | 17,985,180 | 0 |
Initial measurement | 2,392,661 | 17,796,406 | |
Change in fair value | (3,267,923) | (64,232) | 188,774 |
Transfer to Level 1 | (10,338,960) | ||
Fair value - Ending Balance | $ 6,706,726 | $ 9,974,649 | $ 17,985,180 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 24, 2021 | Feb. 12, 2021 | Jan. 26, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Mar. 22, 2021 |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Temporary equity shares outstanding | 40,250,000 | 35,000,000 | 35,000,000 | ||||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | 15 days | |||||||
Number of days after which business combination within which securities registration shall be effective | 60 days | 60 days | |||||||
Public Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
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 | 30 days | |||||||
Private Placement Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrants or rights lock in period | 30 days | 30 days | |||||||
Class A Ordinary Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 200,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 0 | ||||||||
Common stock, shares outstanding | 0 | ||||||||
Class A Ordinary Shares | Public Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share Price | $ 18 | $ 18 | $ 18 | ||||||
Number of trading days for determining share price | 20 days | 20 days | |||||||
Number of consecutive trading days for determining the share price | 30 days | 30 days | |||||||
Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | 60.00% | |||||||
Number of consecutive trading days for determining volume weighted average price of shares | 20 days | 20 days | |||||||
Class A Ordinary Shares | Public Warrants [Member] | Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Volume weighted average price of shares | $ 9.20 | $ 9.20 | |||||||
Class A Ordinary Shares | Public Warrants [Member] | Adjusted Exercise Price Two | |||||||||
Class of Stock [Line Items] | |||||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% | 115.00% | 115.00% | ||||||
Class A Ordinary Shares | Public Warrants [Member] | Adjusted Exercise Price One | |||||||||
Class of Stock [Line Items] | |||||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180.00% | 180.00% | 180.00% | ||||||
Class A Ordinary Shares | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 0 | 0 | |||||||
Common stock, shares outstanding | 0 | 0 | |||||||
Temporary equity shares outstanding | 40,250,000 | 40,250,000 | |||||||
Class A Ordinary Shares | Founder shares [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of common stock issued and outstanding | 20.00% | ||||||||
Class A Ordinary Shares | Founder | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of common stock issued and outstanding | 20.00% | 20.00% | |||||||
Class B Ordinary Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 10,062,500 | 10,062,500 | 10,062,500 | ||||||
Common stock, shares outstanding | 10,062,500 | 10,062,500 | 10,062,500 | ||||||
Percentage holding of common stock eligible for voting of directors | 50.00% | 50.00% | |||||||
Percentage votes in terms of stock holding to approve voting rights of shares of another class | 90.00% | 90.00% | |||||||
Percentage of common stock issued and outstanding | 20.00% | ||||||||
Class B Ordinary Shares | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 10,062,500 | 10,062,500 | |||||||
Common stock, shares outstanding | 10,062,500 | 10,062,500 | |||||||
Class B Ordinary Shares | Founder shares [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity shares outstanding | 9,487,500 | 10,062,500 | |||||||
Class B Ordinary Shares | Founder shares [Member] | Over-Allotment Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares subject to forfeiture | 1,312,500 | ||||||||
Class B Ordinary Shares | Founder shares [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares subject to forfeiture | 125,103 | 1,312,500 | |||||||
Class B Ordinary Shares | Founder | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 9,487,500 | 10,062,500 | |||||||
Percentage of common stock issued and outstanding | 20.00% | 20.00% | 20.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - shares | Mar. 24, 2021 | Mar. 22, 2021 | Feb. 12, 2021 | Jan. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 |
Subsequent Event [Line Items] | |||||||
Number Of Shares Outstanding | 40,250,000 | 35,000,000 | 35,000,000 | ||||
Over-Allotment Option | Common Class B [Member] | Founder shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common shares subject to forfeiture | 1,312,500 | ||||||
Subsequent Event | Common Class B [Member] | Founder shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stockholders' equity note, stock split | 35-for-33 | 33-for-25 | |||||
Number of shares issued | 10,062,500 | 9,487,500 | |||||
Number Of Shares Outstanding | 10,062,500 | 9,487,500 | |||||
Subsequent Event | Over-Allotment Option | Common Class B [Member] | Founder shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common shares subject to forfeiture | 125,103 | 1,312,500 | |||||
Stockholders' equity note, stock split | 35-for- 33 | 33-for-25 |