Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | ArcLight Clean Transition Corp. II | |
Entity Central Index Key | 0001842279 | |
Entity Tax Identification Number | 98-1578357 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40272 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 200 Clarendon Street | |
Entity Address, Address Line Two | 55th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 617 | |
Local Phone Number | 531-6300 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Amendment Description | Amendment No. 1 | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | ACTDU | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | ACTDW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | ACTD | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 31,116,305 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,779,076 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheet | Jun. 30, 2021USD ($) |
Current assets: | |
Cash | $ 1,164,577 |
Prepaid expenses | 1,225,548 |
Total current assets | 2,390,125 |
Investments held in Trust Account | 311,167,507 |
Total Assets | 313,557,632 |
Current liabilities: | |
Accounts payable | 200,000 |
Accrued expenses | 175,056 |
Total current liabilities | 375,056 |
Deferred underwriting commissions | 10,890,707 |
Derivative warrant liabilities | 25,950,160 |
Total liabilities | 37,215,923 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value of $10.00 | 311,163,050 |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (34,822,119) |
Total shareholders' deficit | (34,821,341) |
Total Liabilities and Shareholders' Deficit | 313,557,632 |
Common Class A [Member] | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value of $10.00 | 311,163,050 |
Shareholders' Deficit: | |
Common stock, value | 0 |
Common Class B [Member] | |
Shareholders' Deficit: | |
Common stock, value | $ 778 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheet (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Temporary equity shares outstanding | 31,116,305 |
Temporary equity redemption price per share | $ / shares | $ 10 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares, issued | 31,116,305 |
Common stock, shares, outstanding | 31,116,305 |
Common Class B [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares, issued | 7,779,076 |
Common stock, shares, outstanding | 7,779,076 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 394,413 | $ 522,889 |
Loss from operations | (394,413) | (522,889) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | (11,225,560) | (10,954,400) |
Financing costs - warrant liabilities | 0 | (462,620) |
Net gain on investments held in Trust Account | 4,304 | 4,457 |
Total other income (expense) | (11,221,256) | (11,412,563) |
Net loss | (11,615,669) | (11,935,452) |
Common Class A [Member] | ||
Other income (expense) | ||
Net loss | $ (9,292,535) | $ (8,560,232) |
Weighted average shares outstanding of basic and diluted | 31,116,305 | 18,823,444 |
Basic and diluted net loss per ordinary share | $ (0.30) | $ (0.45) |
Common Class B [Member] | ||
Other income (expense) | ||
Net loss | $ (2,323,134) | $ (3,375,220) |
Weighted average shares outstanding of basic and diluted | 7,779,076 | 7,421,910 |
Basic and diluted net loss per ordinary share | $ (0.30) | $ (0.45) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Shareholders' Equity - USD ($) | Total | Common Class B [Member] | Ordinary Shares [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Jan. 12, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (Shares) at Jan. 12, 2021 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 791 | 24,209 | ||
Issuance of Class B ordinary shares to Sponsor (Shares) | 7,906,250 | ||||
Accretion on Class A ordinary shares subject to possible redemption | (23,086,620) | (199,953) | (22,886,667) | ||
Sale of private placement warrants to Sponsor less fair value of private warrants | 175,731 | 175,731 | |||
Forfeiture of Class B ordinary shares from Sponsor | $ (13) | 13 | |||
Forfeiture of Class B ordinary shares from Sponsor (Shares) | (127,174) | ||||
Net loss | (319,783) | (319,783) | |||
Ending Balance at Mar. 31, 2021 | (23,205,672) | $ 778 | 0 | (23,206,450) | |
Ending Balance (Shares) at Mar. 31, 2021 | 7,779,076 | ||||
Beginning Balance at Jan. 12, 2021 | $ 0 | $ 0 | 0 | 0 | |
Beginning Balance (Shares) at Jan. 12, 2021 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor (Shares) | 25,000 | ||||
Net loss | $ (11,935,452) | $ (3,375,220) | |||
Ending Balance at Jun. 30, 2021 | (34,821,341) | $ 778 | 0 | (34,822,119) | |
Ending Balance (Shares) at Jun. 30, 2021 | 7,779,076 | ||||
Beginning Balance at Mar. 31, 2021 | (23,205,672) | $ 778 | 0 | (23,206,450) | |
Beginning Balance (Shares) at Mar. 31, 2021 | 7,779,076 | ||||
Net loss | (11,615,669) | $ (2,323,134) | (11,615,669) | ||
Ending Balance at Jun. 30, 2021 | $ (34,821,341) | $ 778 | $ 0 | $ (34,822,119) | |
Ending Balance (Shares) at Jun. 30, 2021 | 7,779,076 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (11,935,452) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 |
General and administrative expenses paid by related party under promissory note | 26,800 |
Change in fair value of derivative warrant liabilities | 10,954,400 |
Financing costs - warrant liabilities | 462,620 |
Net gain on investments held in Trust Account | (4,457) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,225,548) |
Accrued expenses | 105,056 |
Net cash used in operating activities | (1,591,581) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (311,163,050) |
Net cash used in investing activities | (311,163,050) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 100 |
Repayment of note payable to related party | (171,742) |
Proceeds received from initial public offering | 311,163,050 |
Proceeds received from private placement | 9,223,261 |
Offering costs paid | (6,295,461) |
Net cash provided by financing activities | 313,919,208 |
Net increase in cash | 1,164,577 |
Cash - beginning of the period | 0 |
Cash - end of the period | 1,164,577 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable | 200,000 |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid by related party under promissory note | 144,842 |
Deferred underwriting commissions | 10,890,707 |
Forfeiture of Class B ordinary shares from Sponsor | $ 13 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation ArcLight Clean Transition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not yet commenced operations. All non-operating The Company’s sponsor is ArcLight CTC Holdings II, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the partial exercise of the underwriters’ option to purchase 3,616,305 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $311.2 million (see Note 4 7 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,223,261 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million (see Note 5 Upon the closing of the Initial Public Offering and the Private Placement, approximately $311.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial 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 Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with 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 a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of 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, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per 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). The per-share the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7 6 Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association 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% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 25, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they 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 within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7 Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $1.2 million in its operating bank account and a working capital of approximately $2.0 million. The Company’s liquidity needs up to June 30, 2021 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $172,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note from the Sponsor was repaid in full on March 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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. Management continues to evaluate the impact of the COVID-19 pandemic |
Restatement of previously issue
Restatement of previously issued financial statements | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of previously issued financial statements | Note 2— Restatement of previously issued financial statements After preparing and filing the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. 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 corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, the Company’s Form 10-Q for the quarterly period ended June 30, 2021 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet and the Affected Quarterly Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The impact of the restatement on the financial statements for the Affected Quarterly Period is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: June 30, 2021 As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 271,341,700 $ 39,821,350 $ 311,163,050 Class A ordinary shares—$0.0001 par value 398 (398 ) — Additional paid-in-capital 16,934,285 (16,934,285 ) — Accumulated deficit (11,935,452 ) (22,886,667 ) (34,822,119 ) Total Stockholders’ Equity (Deficit) 5,000,009 (39,821,350 ) (34,821,341 ) Shares of Class A ordinary shares subject to possible redemption 27,134,170 3,982,135 31,116,305 Shares of Class A ordinary shares 3,982,135 (3,982,135 ) — The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. For the three months ended June 30, 2021 (unaudited) As Previously Adjustment As Restated Shares subject to redemption $ 11,615,670 $ (11,615,670 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 13, 2021 (inception) through June 30, 2021: Supplemental Disclosure of Noncash Financing Activities: As Previously Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 282,777,640 $ (282,777,640 ) $ — Shares subject to redemption $ 11,615,670 $ (11,615,670 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: For the three month s Earnings per share shares $ (1.09 ) $ 0.79 $ (0.30 ) shares $ (1.31 ) $ 0.86 $ (0.45 ) For the three months ended June 30, 2021: Earnings per Share As Reported Adjustment As Adjusted Net loss $ (11,615,669 ) $ — $ (11,615,669 ) Weighted average shares outstanding - Class A ordinary share 28,282,973 2,833,332 31,116,305 Basic and dilued earnings per share - Class A ordinary shares $ — $ (0.31 ) $ (0.31 ) Weighted average shares outstanding - Class B ordinary share 10,612,408 (3,737,408 ) 6,875,000 Basic and dilued earnings per share - Class B ordinary shares $ (1.09 ) $ 0.78 $ (0.31 ) For the period from January 13, 2021 (inception) through June 30, 2021: For the period from January 13, 2021 (inception) through June 30, 2021: Earnings per Share As Reported Adjustment As Adjusted Net loss $ (11,935,452 ) $ — $ (11,935,452 ) Weighted average shares outstanding - Class A ordinary share 28,282,967 (9,459,523 ) 18,823,444 Basic and dilued earnings per share - Class A ordinary shares $ — $ (0.46 ) $ (0.46 ) Weighted average shares outstanding - Class B ordinary share 9,136,016 (2,261,016 ) 6,875,000 Basic and dilued earnings per share - Class B ordinary shares $ (1.31 ) $ 0.85 $ (0.46 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its shareholder reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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 statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in f 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. There were no cash equivalents as of June 30, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of 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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements 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 for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC 815-15, re-assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments 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, at June 30, 2021, 31,116,305 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit, and Class A ordinary shares. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 15,446,522 , of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended June 30, 2021 and for the period from January 13, 2021 (inception) through June 30, 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended For the period January 13, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,513,669 ) $ (2,102,000 ) $ (8,742,409 ) $ (3,193,043 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 6,875,000 18,823,444 6,875,000 Basic and diluted net income (loss) per ordinary $ (0.31 ) $ (0.31 ) $ (0.46 ) $ (0.46 ) For the three months ended Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ (9,292,535 ) $ (2,323,134 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 Basic and diluted net income (loss) per ordinary share $ (0.30 ) $ (0.30 ) For the period from Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ (8,560,232 ) $ (3,375,220 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 18,823,444 7,421,910 Basic and diluted net income (loss) per ordinary share $ (0.45 ) $ (0.45 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards No. 2020-06, “Debt—Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting Equity” (“ASU 2020-06”), which ASU 2020-06 on The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 Units, including the partial exercise of the underwriters’ option to purchase 3,616,305 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $311.2 million, and incurring offering costs of approximately $17.6 million, of which approximately $10.9 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth 9 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5—Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,223,261 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6—Related Party Transactions Founder Shares On January 20, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 2, 2021, the Sponsor transferred 35,000 founder shares to each of Arno Harris, Ja-Chin Audrey Lee, Brian Goncher and Steven Berkenfeld, the Company’s independent directors. On March 22, 2021, the Company effected a share capitalization resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,031,250 Founder Shares to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 25 , 2021 , the underwriters partially exercised the over-allotment option to purchase an additional 3,616,305 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result, an aggregate of 127,174 Founder Shares were forfeited by the Sponsor upon the expiration of the over-allotment option. T $ per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any trading days within any 30 -trading days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property . Related Party Loans On January 20, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into up to 1,500,000 private placement warrants of the post Business Combination entity at a price of $1.00 per warrant. The Administrative Services Agreement On March 25, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred $30,000 and $40,000 in expenses in connection with such services for the three months ended June 30, 2021 and for the period from January 13, 2021 (inception) ended June 30, 2021 as reflected in the accompanying unaudited condensed statements of operations. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7—Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company grant the underwriters a 45-day 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2021 | |
Shares Subject To Mandatory Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 8—Class A Ordinary Shares Subject to Possible Redemption 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 future events. As of June 30, 2021, there were 31,116,305 Class A ordinary shares outstanding, all of which were subject to possible redemption. As of June 30, 2021, Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross Proceeds $ 311,163,050 Less: — Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 9—Shareholders’ Equity Class A Ordinary Shares Class A ordinary shares issued and outstanding, all of which are subject to possible redemption and are classified as temporary equity (see Note 8). Class B Ordinary Shares 45-day Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Preference Shares |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 10—Derivative Warrant Liabilities As of June 30, 2021, the Company had 6,223,261 and 9,223,261 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable 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 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 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 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross. proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 -trading day • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2021: Description Quoted Prices in Active Markets (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account $ 311,167,507 $ — $ — Liabilities: Derivative warrant liabilities—public $ 10,455,080 $ — $ — Derivative warrant liabilities—private $ — $ — $ 15,495,080 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 on April 1, 2021 because the Public Warrants were separately listed and traded in active market in the period ended June 30, 2021. Level 1 assets include investments in money market funds and U.S. Treasury securities. 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. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement. For the three months ended June 30, 2021 and for the period from January 13, 2021 (inception) through June 30, 2021, the Company recognized a charge to the unaudited condensed statements of operations resulting from an increase in the fair value of liabilities of approximately $11.2 million and $11.0 million, respectively, The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 22, 2021 June 30, 2021 Share price $ 9.81 $ 9.80 Volatility 14.3 % 21.7 % Expected life of the options to convert 6.53 6.26 Risk-free rate 1.2 % 1.1 % Dividend yield — — The change in the fair value of the Level 3 derivative w arrant liabilities for the period from January 13, 2021 (inception) through June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 13, 2021 (inception) $ — Issuance of Public and Private Warrants 14,995,760 Change in fair value of derivative warrant liabilities (271,160 ) Derivative warrant liabilities at March 31, 2021 14,724,600 Change in fair value of derivative warrant liabilities 11,225,560 Transfer to Level 1 (10,455,080 ) Derivative warrant liabilities at June 30, 2021 $ 15,495,080 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statement were issued. There are no such events requiring potential adjustment to or disclosure in the unaudited condensed financial statements and the Company has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its shareholder reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that 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 U.S. 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 statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in f |
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. There were no cash equivalents as of June 30, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of 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 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements 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 for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC 815-15, re-assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments 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, at June 30, 2021, 31,116,305 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit, and Class A ordinary shares. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 15,446,522 , of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended June 30, 2021 and for the period from January 13, 2021 (inception) through June 30, 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended For the period January 13, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,513,669 ) $ (2,102,000 ) $ (8,742,409 ) $ (3,193,043 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 6,875,000 18,823,444 6,875,000 Basic and diluted net income (loss) per ordinary $ (0.31 ) $ (0.31 ) $ (0.46 ) $ (0.46 ) For the three months ended Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ (9,292,535 ) $ (2,323,134 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 Basic and diluted net income (loss) per ordinary share $ (0.30 ) $ (0.30 ) For the period from Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ (8,560,232 ) $ (3,375,220 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 18,823,444 7,421,910 Basic and diluted net income (loss) per ordinary share $ (0.45 ) $ (0.45 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards No. 2020-06, “Debt—Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting Equity” (“ASU 2020-06”), which ASU 2020-06 on The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Restatement of previously iss_2
Restatement of previously issued financial statements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: June 30, 2021 As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 271,341,700 $ 39,821,350 $ 311,163,050 Class A ordinary shares—$0.0001 par value 398 (398 ) — Additional paid-in-capital 16,934,285 (16,934,285 ) — Accumulated deficit (11,935,452 ) (22,886,667 ) (34,822,119 ) Total Stockholders’ Equity (Deficit) 5,000,009 (39,821,350 ) (34,821,341 ) Shares of Class A ordinary shares subject to possible redemption 27,134,170 3,982,135 31,116,305 Shares of Class A ordinary shares 3,982,135 (3,982,135 ) — The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. For the three months ended June 30, 2021 (unaudited) As Previously Adjustment As Restated Shares subject to redemption $ 11,615,670 $ (11,615,670 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 13, 2021 (inception) through June 30, 2021: Supplemental Disclosure of Noncash Financing Activities: As Previously Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 282,777,640 $ (282,777,640 ) $ — Shares subject to redemption $ 11,615,670 $ (11,615,670 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: For the three month s Earnings per share shares $ (1.09 ) $ 0.79 $ (0.30 ) shares $ (1.31 ) $ 0.86 $ (0.45 ) For the three months ended June 30, 2021: Earnings per Share As Reported Adjustment As Adjusted Net loss $ (11,615,669 ) $ — $ (11,615,669 ) Weighted average shares outstanding - Class A ordinary share 28,282,973 2,833,332 31,116,305 Basic and dilued earnings per share - Class A ordinary shares $ — $ (0.31 ) $ (0.31 ) Weighted average shares outstanding - Class B ordinary share 10,612,408 (3,737,408 ) 6,875,000 Basic and dilued earnings per share - Class B ordinary shares $ (1.09 ) $ 0.78 $ (0.31 ) For the period from January 13, 2021 (inception) through June 30, 2021: For the period from January 13, 2021 (inception) through June 30, 2021: Earnings per Share As Reported Adjustment As Adjusted Net loss $ (11,935,452 ) $ — $ (11,935,452 ) Weighted average shares outstanding - Class A ordinary share 28,282,967 (9,459,523 ) 18,823,444 Basic and dilued earnings per share - Class A ordinary shares $ — $ (0.46 ) $ (0.46 ) Weighted average shares outstanding - Class B ordinary share 9,136,016 (2,261,016 ) 6,875,000 Basic and dilued earnings per share - Class B ordinary shares $ (1.31 ) $ 0.85 $ (0.46 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted loss per common share | For the Three Months Ended For the period January 13, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,513,669 ) $ (2,102,000 ) $ (8,742,409 ) $ (3,193,043 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 6,875,000 18,823,444 6,875,000 Basic and diluted net income (loss) per ordinary $ (0.31 ) $ (0.31 ) $ (0.46 ) $ (0.46 ) For the three months ended Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ (9,292,535 ) $ (2,323,134 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 Basic and diluted net income (loss) per ordinary share $ (0.30 ) $ (0.30 ) For the period from Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ (8,560,232 ) $ (3,375,220 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 18,823,444 7,421,910 Basic and diluted net income (loss) per ordinary share $ (0.45 ) $ (0.45 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2021: Description Quoted Prices in Active Markets (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account $ 311,167,507 $ — $ — Liabilities: Derivative warrant liabilities—public $ 10,455,080 $ — $ — Derivative warrant liabilities—private $ — $ — $ 15,495,080 |
Summary of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 22, 2021 June 30, 2021 Share price $ 9.81 $ 9.80 Volatility 14.3 % 21.7 % Expected life of the options to convert 6.53 6.26 Risk-free rate 1.2 % 1.1 % Dividend yield — — |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the Level 3 derivative w arrant liabilities for the period from January 13, 2021 (inception) through June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 13, 2021 (inception) $ — Issuance of Public and Private Warrants 14,995,760 Change in fair value of derivative warrant liabilities (271,160 ) Derivative warrant liabilities at March 31, 2021 14,724,600 Change in fair value of derivative warrant liabilities 11,225,560 Transfer to Level 1 (10,455,080 ) Derivative warrant liabilities at June 30, 2021 $ 15,495,080 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Shares Subject To Mandatory Redemption [Abstract] | |
Summary of class A ordinary shares subject to possible redemption | As of June 30, 2021, Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross Proceeds $ 311,163,050 Less: — Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jun. 30, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Proceeds received from initial public offering | $ 311,163,050 | |
Deferred underwriting commissions | 10,890,707 | |
Cash and cash equivalents held in trust account | 311,200,000 | |
Minimum net worth necessary to carry out business combination | $ 5,000,001 | |
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |
Expenses payable on liquidation | $ 100,000 | |
Minimum per share amount to be maintained in the trust account | $ 10 | |
Cash at bank | $ 1,164,577 | |
Net working capital | $ 2,000,000 | |
Stock shares issued during the period for services | 25,000 | |
Proceeds from related party debt | $ 172,000 | |
Working capital loan outstanding | 0 | |
Proceeds from issuance of private placement | $ 9,223,261 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Class of warrant or right issued during period shares | 9,223,261 | |
Class of warrant or right share price | $ 1 | |
Proceeds from issuance of private placement | $ 9,200,000 | |
Common Class A [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of shares eligible to be transferred without any restriction | 15.00% | |
Minimum [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Fair value of net assets of the acquire as a percentage of assets in the trust account | 80.00% | |
Equity method investment ownership percentage | 50.00% | |
IPO [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock issued during period, shares, new issues | 31,116,305 | |
Sale of stock, price per share | $ 10 | |
Proceeds received from initial public offering | $ 311,200,000 | |
Offering costs | 17,600,000 | $ 17,600,000 |
Deferred underwriting commissions | $ 10,900,000 | |
Over-Allotment Option [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock issued during period, shares, new issues | 3,616,305 |
Restatement of previously iss_3
Restatement of previously issued financial statements - Schedule Of Error Corrections And Prior Period Adjustments (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jan. 12, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Shares of Class A ordinary shares subject to possible redemption | $ 311,163,050 | $ 311,163,050 | ||
Additional paid-in-capital | 0 | 0 | ||
Accumulated deficit | (34,822,119) | (34,822,119) | ||
Total shareholders' equity | (34,821,341) | $ (23,205,672) | (34,821,341) | $ 0 |
Net loss | (11,615,669) | $ (319,783) | (11,935,452) | |
Common Class A [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Shares of Class A ordinary shares subject to possible redemption | 311,163,050 | 311,163,050 | ||
Common stock, value | $ 0 | $ 0 | ||
Shares of Class A ordinary shares subject to possible redemption | 31,116,305 | 31,116,305 | ||
Net loss | $ (9,292,535) | $ (8,560,232) | ||
Weighted average shares outstanding | 31,116,305 | 18,823,444 | ||
Basic and diluted earnings per share | $ (0.30) | $ (0.45) | ||
Common Class A [Member] | Allocation Diference [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | $ (9,513,669) | $ (8,742,409) | ||
Weighted average shares outstanding | 31,116,305 | 18,823,444 | ||
Basic and diluted earnings per share | $ (0.31) | $ (0.46) | ||
Common Class B [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, value | $ 778 | $ 778 | ||
Net loss | $ (2,323,134) | $ (3,375,220) | ||
Weighted average shares outstanding | 7,779,076 | 7,421,910 | ||
Basic and diluted earnings per share | $ (0.30) | $ (0.45) | ||
Common Class B [Member] | Allocation Diference [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | $ (2,102,000) | $ (3,193,043) | ||
Weighted average shares outstanding | 6,875,000 | 6,875,000 | ||
Basic and diluted earnings per share | $ (0.31) | $ (0.46) | ||
Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Shares of Class A ordinary shares subject to possible redemption | $ 271,341,700 | $ 271,341,700 | ||
Common stock, value | 3,982,135 | 3,982,135 | ||
Additional paid-in-capital | 16,934,285 | 16,934,285 | ||
Accumulated deficit | (11,935,452) | (11,935,452) | ||
Total shareholders' equity | 5,000,009 | 5,000,009 | ||
Shares subject to redemption | 11,615,670 | |||
Initial value of Class A ordinary shares subject to possible redemption | 282,777,640 | |||
Shares subject to redemption | 11,615,670 | |||
Net loss | $ (11,615,669) | (11,935,452) | ||
Previously Reported [Member] | Allocation Diference [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Weighted average shares outstanding | 28,282,973 | |||
Previously Reported [Member] | Common Class A [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, value | $ 398 | $ 398 | ||
Shares of Class A ordinary shares subject to possible redemption | 27,134,170 | 27,134,170 | ||
Previously Reported [Member] | Common Class A [Member] | Allocation Diference [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Weighted average shares outstanding | 28,282,967 | |||
Previously Reported [Member] | Common Class B [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Basic and diluted earnings per share | $ (1.09) | $ (1.31) | ||
Previously Reported [Member] | Common Class B [Member] | Allocation Diference [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Weighted average shares outstanding | 10,612,408 | 9,136,016 | ||
Basic and diluted earnings per share | $ (1.09) | $ (1.31) | ||
Revision of Prior Period, Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Shares of Class A ordinary shares subject to possible redemption | $ 39,821,350 | $ 39,821,350 | ||
Common stock, value | (3,982,135) | (3,982,135) | ||
Additional paid-in-capital | (16,934,285) | (16,934,285) | ||
Accumulated deficit | (22,886,667) | (22,886,667) | ||
Total shareholders' equity | (39,821,350) | (39,821,350) | ||
Shares subject to redemption | (11,615,670) | |||
Initial value of Class A ordinary shares subject to possible redemption | (282,777,640) | |||
Shares subject to redemption | (11,615,670) | |||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, value | $ (398) | $ (398) | ||
Shares of Class A ordinary shares subject to possible redemption | 3,982,135 | 3,982,135 | ||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | Allocation Diference [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Weighted average shares outstanding | 2,833,332 | (9,459,523) | ||
Basic and diluted earnings per share | $ (0.31) | $ (0.46) | ||
Revision of Prior Period, Adjustment [Member] | Common Class B [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Basic and diluted earnings per share | $ 0.79 | $ 0.86 | ||
Revision of Prior Period, Adjustment [Member] | Common Class B [Member] | Allocation Diference [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Weighted average shares outstanding | (3,737,408) | (2,261,016) | ||
Basic and diluted earnings per share | $ 0.78 | $ 0.85 |
Restatement of previously iss_4
Restatement of previously issued financial statements - Additional Information (Detail) | Jun. 30, 2021USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Minimum Net Worth Required for Compliance | $ 5,000,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Common Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: | |||
Net income (loss) | $ (11,615,669) | $ (319,783) | $ (11,935,452) |
Common Class A [Member] | |||
Numerator: | |||
Net income (loss) | $ (9,292,535) | $ (8,560,232) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 31,116,305 | 18,823,444 | |
Basic and diluted net income per share | $ (0.30) | $ (0.45) | |
Common Class A [Member] | Allocation Diference [Member] | |||
Numerator: | |||
Net income (loss) | $ (9,513,669) | $ (8,742,409) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 31,116,305 | 18,823,444 | |
Basic and diluted net income per share | $ (0.31) | $ (0.46) | |
Common Class B [Member] | |||
Numerator: | |||
Net income (loss) | $ (2,323,134) | $ (3,375,220) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 7,779,076 | 7,421,910 | |
Basic and diluted net income per share | $ (0.30) | $ (0.45) | |
Common Class B [Member] | Allocation Diference [Member] | |||
Numerator: | |||
Net income (loss) | $ (2,102,000) | $ (3,193,043) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 6,875,000 | 6,875,000 | |
Basic and diluted net income per share | $ (0.31) | $ (0.46) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Class of Warrant or Right [Line Items] | |
Cash insured with federal depository insurance corporation | $ | $ 250,000 |
Cash equivalents, Carrying value | $ | $ 0 |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
U.S. government securities, Maturity terms | 185 days |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
U.S. government securities, Maturity terms | 0 days |
Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Temporary equity shares outstanding | shares | 31,116,305 |
Warrant [Member] | Private Placement [Member] | |
Class of Warrant or Right [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share | shares | 15,446,522 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jun. 30, 2021 |
Initial Public Offering [Line Items] | ||
Proceeds received from initial public offering | $ 311,163,050 | |
Deferred underwriting commissions | $ 10,890,707 | |
Common Class A [Member] | Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Class of warrant or rights exercise price | $ 11.50 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period, shares, new issues | 31,116,305 | |
Sale of stock, price per share | $ 10 | |
Proceeds received from initial public offering | $ 311,200,000 | |
Offering costs | 17,600,000 | $ 17,600,000 |
Deferred underwriting commissions | $ 10,900,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period, shares, new issues | 3,616,305 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Private Placement [Line Items] | |
Proceeds from issuance of private placement | $ | $ 9,223,261 |
Sponsor [Member] | Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Class of warrant or right issued during period shares | shares | 9,223,261 |
Class of warrant or right share price | $ / shares | $ 1 |
Proceeds from issuance of private placement | $ | $ 9,200,000 |
Class of warrant or rights exercise price | $ / shares | $ 11.50 |
Number of days from which warrants will not be transferable or saleable | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jan. 20, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Mar. 22, 2021 | Feb. 02, 2021 |
Stock shares issued during the period | 25,000 | |||||
Proceeds from related party debt | $ 172,000 | |||||
Working capital loan outstanding | $ 0 | 0 | ||||
Agreed amount to repay for administrative services | $ 10,000 | |||||
Administrative expenses—related party | $ 30,000 | $ 40,000 | ||||
Share Price More Than Or Equals To USD Twelve [Member] | ||||||
Share transfer, trigger price per share | $ 12 | $ 12 | ||||
Number of consecutive trading days for determining share price | 20 days | |||||
Number of trading days for determining share price | 30 days | |||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||
Related Party Loan [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | |||||
Proceeds from related party debt | $ 172,000 | |||||
Working Capital Loan [Member] | ||||||
Share price | $ 1 | |||||
Convertible debt | $ 1,500,000 | |||||
Debt conversion, converted instrument, shares issued | 1,500,000 | |||||
Working capital loan outstanding | $ 0 | $ 0 | ||||
Over-Allotment Option [Member] | ||||||
Stock issued during period, shares, new issues | 3,616,305 | |||||
Threshold option period for expiration of remaining overallotment option | 45 days | |||||
Common Class B [Member] | ||||||
Common stock, shares, issued | 7,779,076 | 7,779,076 | ||||
Common stock, shares, outstanding | 7,779,076 | 7,779,076 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||
Number of common stock shares subject to forfeiture | 1,031,250 | |||||
Sponsor [Member] | ||||||
Shares transferred to related party | 35,000 | |||||
Common stock, shares, issued | 7,906,250 | |||||
Common stock, shares, outstanding | 7,906,250 | |||||
Number of common stock shares subject to forfeiture | 1,031,250 | |||||
Percent of founder shares to company's issued and outstanding shares | 20.00% | |||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||
Forfeiture of Class B ordinary shares from Sponsor | 127,174 | 127,174 | ||||
Sponsor [Member] | Common Class B [Member] | ||||||
Related party transaction amounts of transaction | $ 25,000 | |||||
Stock shares issued during the period | 7,187,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jun. 30, 2021 |
Deferred underwriting commissions | $ 10,890,707 | |
IPO [Member] | ||
Stock Issued During Period, Shares, New Issues | 31,116,305 | |
Underwriting discount per unit | $ 0.20 | |
Payments for underwriting expense | $ 6,200,000 | |
Deferred underwriting discount per unit | $ 0.35 | |
Deferred underwriting commissions | $ 10,900,000 | |
Over-Allotment Option [Member] | ||
Stock Issued During Period, Shares, New Issues | 3,616,305 | |
Threshold option period for expiration of remaining overallotment option | 45 days | |
Underwriting Agreement [Member] | IPO [Member] | ||
Option grant to underwriters to purchase additional units | 45 days | |
Stock Issued During Period, Shares, New Issues | 4,125,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Offering costs allocated to Class A shares subject to possible redemption | $ (6,295,461) | |
Accretion on Class A ordinary shares subject to possible redemption | $ 23,086,620 | |
Class A ordinary shares subject to possible redemption | 311,163,050 | |
Common Class A [Member] | ||
Gross Proceeds | 311,163,050 | |
Offering costs allocated to Class A shares subject to possible redemption | (17,138,390) | |
Proceeds allocated to Public Warrants at issuance | (5,948,230) | |
Accretion on Class A ordinary shares subject to possible redemption | 23,086,620 | |
Class A ordinary shares subject to possible redemption | $ 311,163,050 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) | Jun. 30, 2021shares |
Common Class A [Member] | |
Temporary equity shares outstanding | 31,116,305 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Mar. 25, 2021 | Mar. 22, 2021 | Jun. 30, 2021 | Jan. 20, 2021 |
Common stock threshold percentage on conversion of shares | 20.00% | |||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par or stated value per share | $ 0.0001 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Sponsor [Member] | ||||
Common stock, shares, issued | 7,906,250 | |||
Common stock, shares, outstanding | 7,906,250 | |||
Number of common stock shares subject to forfeiture | 1,031,250 | |||
Over-Allotment Option [Member] | ||||
Stock issued during period, shares, new issues | 3,616,305 | |||
Threshold option period for expiration of remaining overallotment option | 45 days | |||
Over-Allotment Option [Member] | Sponsor [Member] | ||||
Forfeiture of Class B ordinary shares from Sponsor | 127,174 | 127,174 | ||
Common Class A [Member] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | |||
Common stock, shares, issued | 31,116,305 | |||
Common stock, shares, outstanding | 31,116,305 | |||
Common stock, voting rights | one vote | |||
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||
Common stock, shares, issued | 31,116,305 | |||
Common Class B [Member] | ||||
Common stock, shares authorized | 50,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | |||
Common stock, shares, issued | 7,779,076 | |||
Common stock, shares, outstanding | 7,779,076 | |||
Sale of stock percentage of ownership after transaction | 20.00% | |||
Common Class B [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||
Common stock, shares, issued | 7,187,500 | |||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Number of common stock shares subject to forfeiture | 1,031,250 | |||
Common Class B [Member] | Share Capitalization [Member] | ||||
Common stock, shares, issued | 7,906,250 | |||
Common stock, shares, outstanding | 7,906,250 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Common Class A [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Weighted average price of common stock as reported during trading days to meet fair market value criteria | 10 days |
Number of warrants will not exercisable during redemption period price per warrant | $ 0.361 |
Share Price Equals Or Exceeds Eighteen USD [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Share price | 18 |
Class of warrants or rights redemption per share | $ 0.01 |
Warrant minimum days' for prior written notice of redemption | 30 days |
Number of consecutive trading days to determine call of warrant redemption | 20 days |
Number of trading days to determine call of warrant redemption | 30 days |
Share Price Equals Or Exceeds Ten USD [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Share price | $ 10 |
Class of warrants or rights redemption per share | $ 0.10 |
Warrant minimum days' for prior written notice of redemption | 30 days |
Number of consecutive trading days to determine call of warrant redemption | 20 days |
Number of trading days to determine call of warrant redemption | 30 days |
Public Warrants [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right, outstanding | shares | 6,223,261 |
Number of days from which warrants become exercisable after the completion of business combination | 30 days |
Number of business days after the closing of business combination made efforts for SEC registration statement | 20 days |
Period within which registration statement shall be effective after closure of business combination | 60 days |
Public Warrants [Member] | Common Class A [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or rights exercise price | $ 11.50 |
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or rights exercise price | $ 11.50 |
Warrant expiration | 5 years |
Share price | $ 9.20 |
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60.00% |
Number of trading days | 20 days |
Volume weighted average price per share | $ 9.20 |
Public Warrants [Member] | Trigger Price One [Member] | Event Triggering Warrant Redemption [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Redemption trigger price as a percentage of the newly issued price | 115.00% |
Class of warrants or right redemption trigger price | $ 18 |
Public Warrants [Member] | Trigger Price Two [Member] | Event Triggering Warrant Redemption [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Redemption trigger price as a percentage of the newly issued price | 180.00% |
Class of warrants or right redemption trigger price | $ 10 |
Private Placement Warrants [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right, outstanding | shares | 9,223,261 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets That Are Measured At Fair Value On A Recurring Basis (Detail) - Fair Value, Recurring [Member] | Jun. 30, 2021USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Investments held in Trust Account | $ 311,167,507 |
Quoted Prices in Active Markets (Level 1) [Member] | Derivative warrant liabilities [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 10,455,080 |
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative warrant liabilities [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 15,495,080 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2021yr | Mar. 22, 2021yr |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 9.80 | 9.81 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.217 | 0.143 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 6.26 | 6.53 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.011 | 0.012 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Detail) - Warrant [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening Balance, Derivative warrant liabilities | $ 14,724,600 | $ 0 |
Issuance of Public and Private Warrants | 14,995,760 | |
Change in fair value of derivative warrant liabilities | 11,225,560 | (271,160) |
Transfer to Level 1 | (10,455,080) | |
Ending Balance, Derivative warrant liabilities | $ 15,495,080 | $ 14,724,600 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Change in fair value of derivative warrant liabilities | $ 11,225,560 | $ 10,954,400 |
Public Warrants [Member] | ||
Change in fair value of derivative warrant liabilities | $ 11,200,000 | $ 11,000,000 |