Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | JAWS JUGGERNAUT ACQUISITION CORPORATION | |
Trading Symbol | JUGG | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001842609 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40512 | |
Entity Tax Identification Number | 98-1572844 | |
Entity Address, Address Line One | 1601 Washington Avenue | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Miami Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33139 | |
City Area Code | (305) | |
Local Phone Number | 695-5500 | |
Title of 12(b) Security | Class A ordinary shares | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,356,883 | |
Prepaid expenses | 1,104,521 | 19,891 |
Total current assets | 2,461,404 | 19,891 |
Investments held in Trust Account | 275,988,728 | |
Deferred offering cost | 25,000 | |
Total assets | 278,450,132 | 44,891 |
Current liabilities: | ||
Accounts payable | 5,000 | 25,000 |
Accrued expenses | 955,117 | 25,000 |
Due to related party | 5,563 | |
Total current liabilities | 960,117 | 55,563 |
Derivative warrant liabilities | 21,000,200 | |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 | |
Total liabilities | 31,620,317 | 55,563 |
Commitments and Contingencies | ||
Class A ordinary shares; 24,182,981 shares subject to possible redemption at $10.00 per share as of June 30, 2021; none issued or outstanding as of December 31, 2020 | 241,829,810 | |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 3,417,019 and 0 shares issued and outstanding (excluding 24,182,981 and 0 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | 342 | |
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,900,000 and 1 share(s) issued and outstanding as of June 30, 2021 and December 31, 2020 | 690 | |
Additional paid-in capital | 6,026,329 | |
Accumulated deficit | (1,027,356) | (10,672) |
Total shareholders' equity | 5,000,005 | (10,672) |
Total Liabilities and Shareholders' Equity | $ 278,450,132 | $ 44,891 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | ||
Preference shares,shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 24,182,981 | 24,182,981 |
Redemption price per share | 10 | 10 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 3,417,019 | 0 |
Ordinary shares, shares outstanding | 3,417,019 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 30,000,000 | 30,000,000 |
Ordinary shares, shares issued | 6,900,000 | 1 |
Ordinary shares, shares outstanding | 6,900,000 | 1 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Operating expenses: | ||
General and administrative expenses | $ 90,163 | $ 103,471 |
General and administrative expenses - Related Party | 3,333 | 3,333 |
Loss from operations | (93,496) | (106,804) |
Other income (expense): | ||
Offering costs associated with derivative warrant liabilities | (760,608) | (760,608) |
Income (loss) on investments in the Trust Account | (11,272) | (11,272) |
Change in fair value of derivative warrant liabilities | (138,000) | (138,000) |
Total other income (expense) | (909,880) | (909,880) |
Net loss | $ (1,003,376) | $ (1,016,684) |
Weighted average shares outstanding of Class A ordinary shares (in Shares) | 27,600,000 | 27,600,000 |
Basic and diluted net income per share, Class A ordinary shares (in Dollars per share) | ||
Weighted average shares outstanding of Class B ordinary shares (in Shares) | 6,089,011 | 6,049,693 |
Basic and diluted net loss per share, Class B ordinary shares (in Shares) | (0.16) | (0.17) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Shareholders’ Equity - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ (10,672) | $ (10,672) | |||
Balance (in Shares) at Dec. 31, 2020 | 1 | ||||
Cancellation of Class B ordinary shares | |||||
Cancellation of Class B ordinary shares (in Shares) | (1) | ||||
Issuance of Class B ordinary shares and private placement warrants to Sponsor | $ 690 | 123,310 | 124,000 | ||
Issuance of Class B ordinary shares and private placement warrants to Sponsor (in Shares) | 6,900,000 | ||||
Net loss | (13,308) | (13,308) | |||
Balance at Mar. 31, 2021 | $ 690 | 123,310 | (23,980) | 100,020 | |
Balance (in Shares) at Mar. 31, 2021 | 6,900,000 | ||||
Balance at Dec. 31, 2020 | (10,672) | (10,672) | |||
Balance (in Shares) at Dec. 31, 2020 | 1 | ||||
Balance at Jun. 30, 2021 | $ 342 | $ 690 | 6,026,329 | (1,027,356) | 5,000,005 |
Balance (in Shares) at Jun. 30, 2021 | 3,417,019 | 6,900,000 | |||
Balance at Mar. 31, 2021 | $ 690 | 123,310 | (23,980) | 100,020 | |
Balance (in Shares) at Mar. 31, 2021 | 6,900,000 | ||||
Issuance of additional private placement warrants to Sponsor | 13,800 | 13,800 | |||
Sale of units in initial public offering, less allocation to derivative warrant liabilities | $ 2,760 | 262,542,240 | 262,545,000 | ||
Sale of units in initial public offering, less allocation to derivative warrant liabilities (in Shares) | 27,600,000 | ||||
Offering costs | (14,825,629) | (14,825,629) | |||
Shares subject to possible redemption | $ (2,418) | (241,827,392) | (241,829,810) | ||
Shares subject to possible redemption (in Shares) | (24,182,981) | ||||
Net loss | (1,003,376) | (1,003,376) | |||
Balance at Jun. 30, 2021 | $ 342 | $ 690 | $ 6,026,329 | $ (1,027,356) | $ 5,000,005 |
Balance (in Shares) at Jun. 30, 2021 | 3,417,019 | 6,900,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows - USD ($) | 6 Months Ended |
Jun. 30, 2021 | |
Cash Flows from Operating Activities: | |
Net loss | $ (1,016,684) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by Sponsor under promissory note | 375 |
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares and private placement warrants | 25,000 |
Offering costs associated with derivative warrant liabilities | 760,608 |
Loss from investments held in the Trust Account | 11,272 |
Change in value of derivative warrant liabilities | 138,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (204,513) |
Accounts payable | 5,000 |
Accrued expenses | 5,000 |
Net cash used in operating activities | (275,942) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (276,000,000) |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities: | |
Cash proceeds from issuance of Class B ordinary shares and private placement warrants to Sponsor | 7,520,000 |
Proceeds received from initial public offering, gross | 276,000,000 |
Reimbursement from underwriters | 300,000 |
Repayment of note payable to related parties | (174,195) |
Offering costs paid | (6,012,980) |
Net cash provided by financing activities | 277,632,825 |
Net change in cash | 1,356,883 |
Cash - beginning of the period | |
Cash - end of the period | 1,356,883 |
Supplemental disclosure of noncash financing activities: | |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid by Sponsor under promissory note | 168,257 |
Deferred underwriting commissions | 9,660,000 |
Initial value of Class A shares subject to possible redemption | 242,066,480 |
Change in initial value of Class A shares subject to possible redemption | $ (236,670) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS JAWS Juggernaut Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 16, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not yet commenced operations. All activity for the period from December 16, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments held in trust from the proceed of its Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Juggernaut Sponsor LLC, a Delaware limited liability company and an affiliate of JAWS Estates Capital (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 17, 2021. On June 22, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 3,600,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.6 million, of which approximately $9.7 million and approximately $761,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to the derivate warrant liabilities, respectively. Prior to the closing of the Initial Public Offering, the Sponsor LLC purchased an aggregate of 6,900,000 Class B ordinary shares and 3,760,000 private placement warrants (“Private Placement Warrants”) to generate gross proceeds to the Company of $7,545,000. Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations) divided by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares subject to possible redemption were recorded at redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until 24 months from the closing of the Initial Public Offering, or June 22, 2023, to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its right to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $1.4 million in its operating bank account and working capital of approximately $1.5 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through contribution from the Sponsor in exchange for issuance of Founder Shares (as defined in Note 4) and Private Placement Warrants, and loan from the Sponsor of approximately $174,000 under the Note (as defined in Note 4). The Company repaid the Note in full on June 23, 2021, at which date the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on June 28, 2021 and June 21, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements 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. 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 Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income or loss from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available; accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (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 adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Black-Scholes Option Pricing Method (the “BSM”). The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 27,600,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of June 30, 2021, 24,182,981 Class A ordinary shares subject to possible redemption at the redemption amount were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no such shares presented as temporary equity at December 31, 2020. Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the income (loss) on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares Class B ordinary shares The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Loss from investments held in the Trust Account $ (11,272 ) $ (11,272 ) Less: Company's portion available to be withdrawn to pay taxes - - Net income loss attributable to Class A ordinary shares $ (11,272 ) $ (11,272 ) Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 27,600,000 27,600,000 Basic and diluted net loss per share, Class A ordinary shares $ (0.00 ) $ (0.00 ) Class B ordinary shares Numerator: Net loss minus net income allocable to Class A ordinary shares Net loss $ (1,003,376 ) $ (1,016,684 ) Net income allocable to Class A ordinary shares 11,272 11,272 Net income loss attributable to Class B ordinary shares $ (992,104 ) $ (1,005,412 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 6,089,011 6,049,693 Basic and diluted net loss per share, Class B ordinary shares $ (0.16 ) $ (0.17 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (ASU) No. 2020-06, Debt-Debt with Conversion and Other Options ( ) and Derivatives and Hedging-Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 - INITIAL PUBLIC OFFERING On June 22, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 3,600,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.6 million, of which approximately $9.7 million and approximately $761,000 was for deferred underwriting commissions and offering costs allocated to the derivate warrant liabilities, respectively. Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS Founder Shares and Private Placement Warrants On January 19, 2021, the Sponsor purchased 5,750,000 Class B ordinary shares (the “Founder Shares”) and 3,300,000 Private Placement Warrants for an aggregate purchase price of $6,625,000. On June 22, 2021, the Sponsor purchased 460,000 additional Private Placement Warrants, increasing the aggregate purchase price for the Class B ordinary shares and Private Placement Warrants to $7,545,000. In addition, on June 22, 2021, the Company effected a share dividend with respect to Class B ordinary shares, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture in the event that, and to the extent to which, the underwriter’s option to purchase additional Units was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised the over-allotment on June 22, 2021; thus, these 900,000 Founder Shares were no longer subject to forfeiture. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, 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 Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On January 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. As of June 22, 2021, the Company borrowed approximately $174,000 under the Note. The Company repaid the Note in full on June 23, 2021, at which date the Note was terminated. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. 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 warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021, and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement to pay its Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company commencing on the Company’s registration statement for the Initial Public Offering through the earlier of consummation of the initial Business Combination or the Company’s liquidation. In the three and six months ended June 30, 2021, the Company incurred approximately $3,000 of such charges, included as general and administrative expenses – related party on the accompanying condensed statement of operations, and accounts payable on the condensed balance sheets. Due to Related Party As of December 31, 2020, the Sponsor paid $5,563 on behalf of the Company to cover certain general and administrative expenses. During the six months ended June 30, 2021 the $5,563 due to related party balance was allocated to the Note which was executed on January 19, 2021. As of June 30, 2021, there was no amount due to related party as the Note was repaid. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 - COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) has registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment on June 22, 2021. The underwriter was entitled to an underwriting discount of $0.20 per Unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this unaudited condensed financial statements. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 6 - DERIVATIVE WARRANT LIABILITIES As of June 30, 2021, the Company had 6,900,000 Public Warrants and 3,760,000 Private Warrants outstanding. There were no warrants outstanding at December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant ● upon not less than 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares except as otherwise described below; ● if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its 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 Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Share Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the Private Placement Warrants and the Public Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be classified as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a ‘‘fixed-for-fixed’’ option and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 7 - SHAREHOLDERS’ EQUITY Preference Shares- Class A Ordinary Shares- Class B Ordinary Shares - Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 - FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 275,988,728 $ - $ - Liabilities: Derivative warrant liabilities - public warrants $ 13,593,000 Derivative warrant liabilities - private warrants $ - $ - $ 7,407,200 (1) Includes $932 of cash. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between Levels in the three and six months ended June 30, 2021. Level 1 assets include investments in U.S. Treasury Securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The estimated fair value of the derivative warrant liabilities was determined using Level 3 inputs for which uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. Inherent in a Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as of their measurement dates: June 22, 2021 June 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.51 $ 9.57 Volatility 32.0 % 32.0 % Term (years) 5.00 5.00 Risk-free rate 1.24 % 1.23 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and six months ended June 30, 2021, is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Private Placement Warrants 6,501,000 Derivative warrant liabilities at March 31, 2021 (unaudited) 6,501,000 Issuance of Public and Private Warrants 14,361,200 Change in Fair Value of warrant liabilities 138,000 Derivative warrant liabilities at June 30, 2021 (unaudited) $ 21,000,200 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on June 28, 2021 and June 21, 2021, respectively. |
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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements 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. |
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 Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. |
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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income or loss from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available; accordingly, the actual results could differ significantly from those estimates. |
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 FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (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 adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Black-Scholes Option Pricing Method (the “BSM”). The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 27,600,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of June 30, 2021, 24,182,981 Class A ordinary shares subject to possible redemption at the redemption amount were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no such shares presented as temporary equity at December 31, 2020. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the income (loss) on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares Class B ordinary shares The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Loss from investments held in the Trust Account $ (11,272 ) $ (11,272 ) Less: Company's portion available to be withdrawn to pay taxes - - Net income loss attributable to Class A ordinary shares $ (11,272 ) $ (11,272 ) Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 27,600,000 27,600,000 Basic and diluted net loss per share, Class A ordinary shares $ (0.00 ) $ (0.00 ) Class B ordinary shares Numerator: Net loss minus net income allocable to Class A ordinary shares Net loss $ (1,003,376 ) $ (1,016,684 ) Net income allocable to Class A ordinary shares 11,272 11,272 Net income loss attributable to Class B ordinary shares $ (992,104 ) $ (1,005,412 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 6,089,011 6,049,693 Basic and diluted net loss per share, Class B ordinary shares $ (0.16 ) $ (0.17 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (ASU) No. 2020-06, Debt-Debt with Conversion and Other Options ( ) and Derivatives and Hedging-Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per ordinary share | For the For the Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Loss from investments held in the Trust Account $ (11,272 ) $ (11,272 ) Less: Company's portion available to be withdrawn to pay taxes - - Net income loss attributable to Class A ordinary shares $ (11,272 ) $ (11,272 ) Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 27,600,000 27,600,000 Basic and diluted net loss per share, Class A ordinary shares $ (0.00 ) $ (0.00 ) Class B ordinary shares Numerator: Net loss minus net income allocable to Class A ordinary shares Net loss $ (1,003,376 ) $ (1,016,684 ) Net income allocable to Class A ordinary shares 11,272 11,272 Net income loss attributable to Class B ordinary shares $ (992,104 ) $ (1,005,412 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 6,089,011 6,049,693 Basic and diluted net loss per share, Class B ordinary shares $ (0.16 ) $ (0.17 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities that are measured at fair value | Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 275,988,728 $ - $ - Liabilities: Derivative warrant liabilities - public warrants $ 13,593,000 Derivative warrant liabilities - private warrants $ - $ - $ 7,407,200 |
Schedule of fair value measurements inputs | June 22, 2021 June 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.51 $ 9.57 Volatility 32.0 % 32.0 % Term (years) 5.00 5.00 Risk-free rate 1.24 % 1.23 % Dividend yield 0.0 % 0.0 % |
Schedule of fair value of the derivative warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ - Issuance of Private Placement Warrants 6,501,000 Derivative warrant liabilities at March 31, 2021 (unaudited) 6,501,000 Issuance of Public and Private Warrants 14,361,200 Change in Fair Value of warrant liabilities 138,000 Derivative warrant liabilities at June 30, 2021 (unaudited) $ 21,000,200 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 22, 2021 | Jun. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) (in Shares) | 27,600,000 | |
Gross proceeds | $ 276,000,000 | $ 276,000,000 |
Incurring offering costs | 15,600,000 | |
Payments for Underwriting Expense | 9,700,000 | |
Deferred underwriting commissions | $ 761,000 | |
Share price unit (in Dollars per share) | $ 9.51 | $ 9.57 |
Public offering shares, description | The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. | |
Net tangible assets | $ 5,000,001 | |
Redeem of public share percentage | 100.00% | |
Trust account description | (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. | |
Operating value | $ 1,400,000 | |
Working capital | $ 1,500,000 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Share price unit (in Dollars per share) | $ 10 | |
Business combination, description | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
Sponsor LLC [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) (in Shares) | 6,900,000 | |
Loan from sponser | $ 174,000 | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) (in Shares) | 27,600,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) (in Shares) | 276,000,000 | |
Purchase of additional units (in Shares) | 3,600,000 | |
Share price (in Dollars per share) (in Dollars per share) | $ 10 | |
Private Placement Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | 7,545,000 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Net proceeds of sale of units | $ 276,000,000 | |
Share price unit (in Dollars per share) | $ 10 | |
Public Share [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Redeem of shares percentage | 15.00% | |
Class B Ordinary Shares [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) (in Shares) | 3,760,000 | |
Public Share [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Proposed public offering units (in Shares) | 10 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federal Depository insurance coverage | $ 250,000 | |
Shares sold | 27,600,000 | |
Net tangible assets | $ 5,000,001 | |
Class A Ordinary Shares [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to possible redemption, shares | 24,182,981 | 24,182,981 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Numerator: Income allocable to Class A ordinary shares | ||
Loss from investments held in the Trust Account | $ (11,272) | $ (11,272) |
Less: Company's portion available to be withdrawn to pay taxes | ||
Net income loss attributable to Class A ordinary shares | $ (11,272) | $ (11,272) |
Denominator: Weighted average Class A ordinary shares | ||
Basic and diluted weighted average shares outstanding, Class A ordinary shares (in Shares) | 27,600,000 | 27,600,000 |
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ 0 | $ 0 |
Numerator: Net loss minus net income allocable to Class A ordinary shares | ||
Net loss | $ (1,003,376) | $ (1,016,684) |
Net income allocable to Class A ordinary shares (in Shares) | 11,272 | 11,272 |
Net income loss attributable to Class B ordinary shares | $ (992,104) | $ (1,005,412) |
Denominator: weighted average Class B ordinary shares | ||
Basic and diluted weighted average shares outstanding, Class B ordinary shares (in Shares) | 6,089,011 | 6,049,693 |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ (0.16) | $ (0.17) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 22, 2021 | Jun. 30, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Gross proceeds (in Shares) | 27,600,000 | |
Offering costs | $ 15,600,000 | |
Offering costs | 9,700,000 | |
Deferred underwriting commission | 761,000 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Initial public offering | $ 27,600,000 | |
Gross proceeds (in Shares) | 27,600,000 | |
Initial public offering, description | Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Additional Units | $ 3,600,000 | |
Purchase Price Per Unit (in Dollars per share) | $ 10 | |
Gross proceeds (in Shares) | 276,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 22, 2021 | Jan. 19, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||
Private placement warrants | $ 3,300,000 | |||
Shares forfeited (in Shares) | 900,000 | |||
Issued outstanding percentage | 20.00% | |||
Founder shares no longer subject to forfeiture (in Shares) | 900,000 | |||
Price per share (in Dollars per share) | $ 12 | |||
Related party expenses | 300,000 | |||
Borrowed amount | $ 174,000 | |||
Working capital loan | $ 1,500,000 | |||
Warrant price, per share (in Dollars per share) | $ 2 | |||
Office space rent | $ 10,000 | |||
General and administrative expenses | $ 3,000 | |||
General and administrative expenses | $ 5,563 | |||
Due to related party | $ 5,563 | |||
Private Placement [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Private placement warrants | $ 460,000 | |||
Aggregate purchases | 6,625,000 | |||
Class B Ordinary Shares | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sponsor purchases | $ 5,750,000 | |||
Aggregate shares outstanding (in Shares) | 6,900,000 | |||
Shares forfeited (in Shares) | 900,000 | |||
Founder shares no longer subject to forfeiture (in Shares) | 900,000 | |||
Class B Ordinary Shares | Private Placement [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Private placement warrants | $ 7,545,000 | |||
Class A Ordinary Shares | ||||
Related Party Transactions (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting discount | $ / shares | $ 0.20 |
Deferred underwriting commission per share | $ / shares | $ 0.35 |
Proposed Public Offering [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Purchase of additional unit | shares | 3,600,000 |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Aggregate amount payable | $ | $ 5.5 |
Deferred underwriting commission | $ | $ 9.7 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”). |
Redemption of class A ordinary warrant description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ●in whole and not in part; ●at $0.10 per warrant ●upon not less than 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares except as otherwise described below; ●if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ●if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Gross proceed percentage | 60.00% |
Warrant exercise price | $ 9.20 |
Fair market value percentage | 115.00% |
Redemption trigger price per share | $ 18 |
Higher market value percentage | 180.00% |
Redemption trigger price per share | $ 10 |
Public Warrant [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Private warrants outstanding (in Dollars) | $ | $ 6,900,000 |
Private Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Private warrants outstanding (in Dollars) | $ | $ 3,760,000 |
Business Combination [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Business combination share issue price | $ 9.20 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 1 Months Ended | 6 Months Ended | ||
Jun. 22, 2021 | Jun. 30, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | |
Shareholders' Equity (Details) [Line Items] | ||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Forfeiture shares | 900,000 | |||
Founder shares no longer subject to forfeiture | 900,000 | |||
Class A Ordinary Shares | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 3,417,019 | 0 | ||
Common shares subject to possible redemption | 24,182,981 | 24,182,981 | ||
Common stock, shares outstanding percentage | 20.00% | |||
Class B Ordinary Shares | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 6,900,000 | 6,900,000 | 1 | |
Purchase of common shares | 5,750,000 | |||
Aggregate of ordinary shares outstanding | 6,900,000 | |||
Forfeiture shares | 900,000 | |||
Common stock, shares outstanding percentage | 20.00% | |||
Founder shares no longer subject to forfeiture | 900,000 | |||
Common shares issued and outstanding | 6,900,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Jun. 30, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Cash | $ 932 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value | 6 Months Ended | |
Jun. 30, 2021USD ($) | ||
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | $ 275,988,728 | [1] |
Liabilities: | ||
Derivative warrant liabilities - private warrants | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | [1] | |
Liabilities: | ||
Derivative warrant liabilities - private warrants | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | [1] | |
Liabilities: | ||
Derivative warrant liabilities - public warrants | 13,593,000 | |
Derivative warrant liabilities - private warrants | $ 7,407,200 | |
[1] | Includes $932 of cash. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements inputs - $ / shares | 1 Months Ended | 6 Months Ended |
Jun. 22, 2021 | Jun. 30, 2021 | |
Schedule of fair value measurements inputs [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Stock price (in Dollars per share) | $ 9.51 | $ 9.57 |
Volatility | 32.00% | 32.00% |
Term (years) | 5 years | 5 years |
Risk-free rate | 1.24% | 1.23% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of fair value of the derivative warrant liabilities [Abstract] | ||
Derivative warrant liabilities at beginning | $ 6,501,000 | |
Issuance of Private Placement Warrants | 6,501,000 | |
Issuance of Public and Private Warrants | 14,361,200 | |
Change in fair value of derivative warrant liabilities | 138,000 | |
Derivative warrant liabilities at ending | $ 21,000,200 | $ 6,501,000 |