Cover Page
Cover Page - shares | 5 Months Ended | |
Jun. 30, 2021 | Aug. 23, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | TB SA ACQUISITION CORP | |
Entity Central Index Key | 0001843764 | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | TBSA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Address, Address Line One | PO Box 1093, Boundary Hall | |
Entity Address, Address Line Two | Cricket Square | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1102 | |
City Area Code | 345 | |
Local Phone Number | 814-5771 | |
Entity File Number | 001-40260 | |
Capital Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share | |
Trading Symbol | TBSAU | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | TBSAW | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Class B Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Condensed Balance sheet
Condensed Balance sheet | Jun. 30, 2021USD ($) |
Current assets: | |
Cash | $ 971,242 |
Prepaid expenses | 595,955 |
Total current assets | 1,567,197 |
Cash Held in Trust account | 200,007,135 |
Other assets | 402,945 |
Total assets | 201,977,277 |
Current liabilities: | |
Accounts payable and accrued expenses | 412,000 |
Due to related party | 64,768 |
Total current liabilities | 476,768 |
Warrant Liabilities | 11,000,001 |
Total liabilities | 11,476,769 |
Commitments | |
Class A ordinary shares subject to possible redemption, 18,550,051 shares at redemption value of $10.00 per share | 185,500,507 |
Shareholders' equity: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 1,480,139 |
Retained Earnings | 3,519,217 |
Total shareholders' equity | 5,000,001 |
Total liabilities and shareholders' equity | 201,977,277 |
Class A Ordinary Shares [Member] | |
Shareholders' equity: | |
Common stock value | 145 |
Class B Ordinary Shares [Member] | |
Shareholders' equity: | |
Common stock value | $ 500 |
Condensed Balance sheet (Parent
Condensed Balance sheet (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Class A Ordinary Shares [Member] | |
Temporary equity, shares outstanding | 18,550,051 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock, Shares, Issued | 1,449,949 |
Common Stock, Shares, Outstanding | 1,449,949 |
Class B Ordinary Shares [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares, Issued | 5,000,000 |
Common Stock, Shares, Outstanding | 5,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Formation and operating costs | $ 288,784 | $ 329,586 |
Loss from operations | (288,784) | (329,586) |
Other Income (Expense) | ||
Interest income | 7,135 | 7,135 |
Offering expenses related to warrant issuance | 0 | (228,331) |
Change in fair value of warrant liabilities | 3,519,999 | 4,069,999 |
Total other income | 3,527,134 | 3,848,803 |
Net income | $ 3,238,350 | $ 3,519,217 |
Class A common stock [Member] | ||
Other Income (Expense) | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 18,229,775 | 18,226,407 |
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 |
Non-redeemable common stock [Member] | ||
Other Income (Expense) | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 7,066,929 | 6,482,387 |
Earnings Per Share, Basic and Diluted | $ 0.46 | $ 0.54 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A [Member]Ordinary Shares [Member] | Class B [Member]Ordinary Shares [Member] |
Beginning balance at Jan. 26, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Jan. 26, 2021 | 0 | 0 | |||
Issuance of Founder Shares | 25,000 | 24,425 | $ 575 | ||
Issuance of Founder Shares (in shares) | 5,750,000 | ||||
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants | 186,392,957 | 186,390,957 | $ 2,000 | ||
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants (in shares) | 20,000,000 | ||||
Excess Sponsor paid over Fair value of Private Placement Warrants | 563,334 | 563,334 | |||
Class A ordinary shares subject to possible redemption | (182,262,157) | (182,260,334) | $ (1,823) | ||
Class A ordinary shares subject to possible redemption (in shares) | (18,226,216) | ||||
Net income | 280,867 | 280,867 | |||
Ending balance at Mar. 31, 2021 | 5,000,001 | 4,718,382 | 280,867 | $ 177 | $ 575 |
Ending balance (in shares) at Mar. 31, 2021 | 1,773,784 | 5,750,000 | |||
Beginning balance at Jan. 26, 2021 | 0 | 0 | 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Jan. 26, 2021 | 0 | 0 | |||
Net income | 3,519,217 | ||||
Ending balance at Jun. 30, 2021 | 5,000,001 | 1,480,139 | 3,519,217 | $ 145 | $ 500 |
Ending balance (in shares) at Jun. 30, 2021 | 1,449,949 | 5,000,000 | |||
Beginning balance at Mar. 31, 2021 | 5,000,001 | 4,718,382 | 280,867 | $ 177 | $ 575 |
Beginning balance (in shares) at Mar. 31, 2021 | 1,773,784 | 5,750,000 | |||
Forfeiture of Founder Shares | 75 | $ (75) | |||
Forfeiture of Founder Shares (in shares) | (750,000) | ||||
Class A ordinary shares subject to possible redemption | (3,238,350) | (3,238,318) | $ (32) | ||
Class A ordinary shares subject to possible redemption (in shares) | (323,835) | ||||
Net income | 3,238,350 | 3,238,350 | |||
Ending balance at Jun. 30, 2021 | $ 5,000,001 | $ 1,480,139 | $ 3,519,217 | $ 145 | $ 500 |
Ending balance (in shares) at Jun. 30, 2021 | 1,449,949 | 5,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 5 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,519,217 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on Trust Account | (7,135) |
Change in fair value of warrant liabilities | (4,069,999) |
Offering costs allocated to Warrants | 228,331 |
Changes in current assets and current liabilities: | |
Prepaid assets | (998,900) |
Accounts payable | 412,000 |
Due to related party | 64,768 |
Net cash used in operating activities | (851,718) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (200,000,000) |
Net cash used in investing activities | (200,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriter's discount | 196,000,000 |
Proceeds from purchase of Private Placement Warrants by related party | 6,500,001 |
Proceeds from issuance of Founder Shares | 25,000 |
Proceeds from issuance of Promissory note – related party | 133,541 |
Payment of Promissory note - related party | (133,541) |
Payments of offering costs | (702,041) |
Net cash provided by financing activities | 201,822,960 |
Net Change in Cash | 971,242 |
Cash - Beginning | 0 |
Cash - Ending | 971,242 |
Supplemental Disclosure of Non-Cash Financing Activities: | |
Initial value of Class A ordinary shares subject to possible redemption | 181,753,690 |
Change in value of Class A ordinary shares subject to possible redemption | 3,746,817 |
Initial value of warrant liabilities | $ 15,070,000 |
Organization and Business Opera
Organization and Business Operations | 5 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General TB SA Acquisition As of June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021, relates to the Company’s formation and preparation for its initial public offering (“Initial Public Offering” or “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income Financing The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200 ,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,333,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $4,702,041 consisting of $4,000,000 of underwriting fees and $702,041 of other offering costs. Of the total transaction cost $228,331 was reclassed to expense as non-operating expense s Trust Account Following the closing of the IPO on March 25, 2021, an amount of $200,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 meeting the conditions of Rule 2a-7 of Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business 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 its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, TCP SA, LLC, a Cayman Islands limited liability company (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), Private Placement Warrants and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity As of June 30, 2021, the Company had approximately $1.0 million in its operating bank account, and working capital of Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provide the Company with working capital loans. As of June 30, 2021, there were no amounts outstanding under any working capital loan. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company of undertaking in-depth due diligence Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In classified the COVID-19 outbreak as of the COVID-19 outbreak continues of the COVID-19 outbreak on of the COVID-19 outbreak on contain the COVID-19 outbreak or by the COVID-19 outbreak and |
Correction of an Error In Finan
Correction of an Error In Financial Statements | 5 Months Ended |
Jun. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Correction of an Error In Financial Statements | Note 2 A — Correction of a n Error i n Previously Furnished Financial Statements as of March 25, 2021 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). As a result of the SEC Statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for Public Warrants and Private Placement Warrants (each as defined herein and, collectively, “Warrants”) under FASB ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” The following summarizes the effect of the restatement described above included herein on each financial statement line item as of the date of the Company’s consummation of its IPO. As of March 25, 2021 As Previously Adjustment As Restated Balance Sheet Warrant Liabilities $ — $ 16,060,000 $ 16,060,000 Deferred underwriter’s discount 7,000,000 (7,000,000 ) — Total Liabilities 8,808,541 9,060,000 17,868,541 Shares Subject to Redemption 189,823,690 (9,060,000 ) 180,763,690 Class A Ordinary shares 102 90 192 Class B Ordinary shares 575 — 575 Additional Paid in Capital 5,008,893 228,240 5,237,133 (Accumulated Deficit) (9,562 ) (228,330 ) (237,892 ) Total Shareholders’ Equity $ 5,000,008 $ — $ 5,000,008 These amounts have been further revised as discussed in Note 2B below. Note 2B — Correction of a n Error i n Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC issued the SEC Statement. The SEC Statement advises, among other things, that certain settlement terms and provisions generally present in SPAC warrants preclude such warrants from being accounted for as equity. As a result of the SEC Statement, during the three months ended March 31, 2021, the Company reevaluated the accounting treatment of the Public Warrants and Private Placement Warrants in consideration of the guidance in ASC 815-40 and concluded that the public and private warrants should be classified as a liability measured at fair value at inception (on the date of issuance) and at each reporting, with changes in fair value recognized in the statement of operations in the period of change, However, subsequent to filing of its Quarterly Report on Form 10-Q for the three months ended March 31, 2021, the Company determined that the valuations used to record the warrant liabilities were based on certain incorrect assumptions, and when corrected results in a change to the initial warrant liability as of March 25, 2021 and the remeasured warrant liability as of March 31, 2021. The table below summarizes the effects of the revision of the February 9, 2021 balance sheet and the revision of the March 31, 2021 financial statements from what was previously filed in the Quarterly Report on Form 10-Q as of March 31, 2021, as discussed above in Note 2A in the “As Restated” column. As Previously Reported in 10-Q March 31, 2021 Adjustment As Revised Balance Sheet as of March 25, 2021 Warrant Liabilities $ 16,060,000 $ (990,000 ) $ 15,070,000 Total Liabilities 17,868,541 (990,000 ) 16,878,541 Shares Subject to Redemption 180,763,690 990,000 181,753,690 Class A Ordinary shares 192 (10 ) 182 Class B Ordinary shares 575 — 575 Additional Paid in Capital 5,237,133 10 5,237,143 (Accumulated Deficit) (237,892 ) — (237,892 ) Total Shareholders’ Equity $ 5,000,008 $ — $ 5,000,008 Number of ordinary shares subject to redemption 18,076,369 99,000 18,175,369 Balance Sheet as of March 31, 2021 (unaudited) Warrant Liabilities $ 15,686,667 $ (1,166,667 ) $ 14,520,000 Total Liabilities 17,516,175 (1,166,667 ) 16,349,508 Shares Subject to Redemption 181,095,490 1,166,667 182,262,157 Class A Ordinary shares 189 (12 ) 177 Class B Ordinary shares 575 — 575 Additional Paid in Capital 4,895,037 (176,655 ) 4,718,382 (Accumulated Deficit) 104,200 176,667 280,867 Total Shareholders’ Equity $ 5,000,001 $ — $ 5,000,001 Number of ordinary shares subject to redemption 18,109,549 116,667 18,226,216 Statement of Operations for the three months ended March 31, 2021 (unaudited) Change in fair value of warrant liability $ 373,333 176,667 550,000 Net Income $ 104,200 176,667 280,867 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 18,081,109 101,524 18,182,633 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption — — — Weighted average shares outstanding, Non-redeemable ordinary shares 5,899,247 (7,896 ) 5,891,351 Basic and diluted net income per share, Non-redeemable ordinary shares $ 0.02 $ 0.03 $ 0.05 Statem ent of Cash Flows for the three months ended March 31, 2021 (unaudited) Net Income 104,200 176,667 280,867 Change in fair value of warrant liability (373,333 ) (176,667 ) (550,000 ) Initial Value of Class A ordinary shares subject to possible redemption 180,763,690 990,000 181,753,690 Change in Class A ordinary shares subject to possible redemption $ 331,800 $ 176,667 $ 508,467 |
Significant Accounting Policies
Significant Accounting Policies | 5 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America Form 10-Q and Regulation S-X of The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on March 24, 2021, as well as the Company’s Current Reports on Form 8-K. The year Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have to non-emerging growth Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $200,007,135 held in marketable securities. For the period from January 27, 2021 (inception) through June 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At June 30, 2021, the Company has not experienced losses on this account. C T N T the two-class method for non-redeemable ordinary of non-redeemable ordinary period. Non-redeemable ordinary The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Reconciliation The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income per ordinary share is calculated as follows: Three Months Ended June 30, 2021 January 27, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest earned on marketable securities held in Trust Account $ 7,135 $ 7,135 Less: Income allocable to Non-Redeemable (517 ) (517 ) Net income allocable to shares subject to possible redemption $ 6,618 $ 6,618 Denominator: Weighted Average Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding 18,229,775 18,226,407 Basic and diluted net income per share $ — $ — Non-Redeemable Numerator: Net Loss Minus Net Earnings Net income $ 3,238,350 $ 3,519,217 Less: Income allocable to ordinary shares subject to possible redemption (6,618 ) (6,618 ) Non-Redeemable $ 3,231,732 $ 3,512,599 Weighted average shares outstanding, basic and diluted 7,066,929 6,482,387 Basic and diluted net income per ordinary share $ 0.46 $ 0.54 Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and a non-operating expense Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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 re-assessed at The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO ( ) and Private Placement ( ) as derivative warrant liabilities in accordance with ASC 815-40. 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 statements of operations. The fair value of Warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations as of the initial measurement date, and for the Private Placement Warrants, as of subsequent measurement dates (see Note 10). Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 815-40 (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. |
Related Party-Private Placement
Related Party-Private Placement Warrants | 5 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Related Party—Private Placement Warrants | Note 5 — Related Party—Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per warrant ($6,500,001 in the aggregate) (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares (as described in Note 7) and public shares held by them in connection with the completion of the initial Business Combination or certain amendments to the amended and restated memorandum and articles of association. In addition, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the prescribed time frame. However, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the initial Business Combination within the prescribed time frame. In the event that the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor will agree to vote any Founder Shares held by it and any public shares purchased during or after the IPO in favor of the initial Business Combination and the officers and directors will also agree to vote any public shares purchased during or after the IPO in favor of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, we effected a share surrender resulting in our initial shareholders holding 5,750,000 Class B ordinary shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional Founder Shares. The initial shareholders, officers and directors have agreed not to transfer or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Company’s initial Business Combination and (b) subsequent to Company’s initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day days after the Company’s initial Business Combination or (y) the date on which Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Private Placement Warrants and the respective Class A ordinary shares underlying such Warrants are not transferable or salable until 30 days after the completion of the Company’s initial Business Combination. The foregoing restrictions will not be applicable to transfers (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the Company’s completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. Promissory Note — Related Party On February 1, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Note is non-interest bearing Due to Related Party The Sponsor and an affiliate of the Sponsor have charged the Company for support charges under the administrative support agreement and other reimbursable expenses incurred in connection the Company’s operations. As of June 30, 2021, the Company owed the Sponsor an aggregate of $64,768, comprised of administrative support fees of $30,000 and other reimbursements of $34,768. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2021 and the period from January 27, 2021 (inception) to June 30, 2021, the Company incurred $30,000 and $32,000 of administrative support expense, respectively. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the Effective Date requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting and The Company has granted the underwriter a 45-day option On March 25, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate. Additionally, the underwriter and TowerBrook Financial, L.P. will assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of |
Stockholder's Equity
Stockholder's Equity | 5 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 8 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, only holders of the Company’s Founder Shares will have the right to vote on the election of directors. Holders of the Company’s public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of the Company’s Founder Shares may by ordinary resolution remove a member of the board of directors for any reason. The provisions of the Company’s amended and restated memorandum and articles of association governing the appointment or removal of directors prior to the Company’s initial Business Combination may only be amended by a special resolution passed by not less than two-thirds of |
Warrants
Warrants | 5 Months Ended |
Jun. 30, 2021 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Note 9 — Warrants Each whole W ordinary share (with such issue price or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the % of the higher of the Market Value and the Newly Issued Price, the $ per share redemption trigger price described below under “—Redemption of Warrants when the price per Class A ordinary share equals or exceeds $ ” and “—Redemption of Warrants when the price per Class A ordinary shares equals or exceeds $ ” will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, and the $ per share redemption trigger price described below under ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Warrants will become exercisable on the later of The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Warrants by (y) the fair market value and (B) Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table sets forth ender “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined above) except as otherwise described below; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Description U.S. government securities in Trust Account $ 200,007,135 $ 200,007,135 — — Liabilities: Warrant liabilities - Public 6,666,667 6,666,667 — — Warrant liabilities - Private 4,333,334 — — 4,333,334 $ 11,000,001 $ 6,666,667 $ — $ 4,333,334 The Company utilized a Monte Carlo simulation model to value the Warrants at the initial measurement date and, for the Private Placement Warrants, at each subsequent reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-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 comparable SPAC warrants that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield As of June 30, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants, and the public warrant liabilities were transferred to Level 1. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: At March 25, 2021 (Initial Measurement) At June 30, 2021 Share price $ 9.51 $ 9.68 Strike price $ 11.50 $ 11.50 Term (in years) 5.00 5.00 Volatility 30.0 % 15.0 % Risk-free rate 1.26 % 1.13 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 liabilities: Warrant Liabilities Fair value as of January 27, 2021 $ — Initial measurement on March 25, 2021 15,070,000 Change in fair value (550,000 ) Fair value as of March 31, 2021 14,520,000 Change in fair value (3,519,999 ) Transfer of public warrant liabilities to Level 1 (6,666,667 ) Fair value as of June 30, 2021 $ 4,333,334 |
Subsequent Events
Subsequent Events | 5 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 5 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America Form 10-Q and Regulation S-X of The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on March 24, 2021, as well as the Company’s Current Reports on Form 8-K. The year |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $200,007,135 held in marketable securities. For the period from January 27, 2021 (inception) through June 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At June 30, 2021, the Company has not experienced losses on this account. |
Class A Ordinary Shares Subject to Possible Redemption | C T |
Net Income per Ordinary Share | N T the two-class method for non-redeemable ordinary of non-redeemable ordinary period. Non-redeemable ordinary The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Reconciliation of Net Income per Ordinary Share | Reconciliation The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income per ordinary share is calculated as follows: Three Months Ended June 30, 2021 January 27, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest earned on marketable securities held in Trust Account $ 7,135 $ 7,135 Less: Income allocable to Non-Redeemable (517 ) (517 ) Net income allocable to shares subject to possible redemption $ 6,618 $ 6,618 Denominator: Weighted Average Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding 18,229,775 18,226,407 Basic and diluted net income per share $ — $ — Non-Redeemable Numerator: Net Loss Minus Net Earnings Net income $ 3,238,350 $ 3,519,217 Less: Income allocable to ordinary shares subject to possible redemption (6,618 ) (6,618 ) Non-Redeemable $ 3,231,732 $ 3,512,599 Weighted average shares outstanding, basic and diluted 7,066,929 6,482,387 Basic and diluted net income per ordinary share $ 0.46 $ 0.54 |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and a non-operating expense |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
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 re-assessed at The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO ( ) and Private Placement ( ) as derivative warrant liabilities in accordance with ASC 815-40. 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 statements of operations. The fair value of Warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations as of the initial measurement date, and for the Private Placement Warrants, as of subsequent measurement dates (see Note 10). |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Standards | Recent Accounting In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 815-40 (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Correction of an Error In Fin_2
Correction of an Error In Financial Statements (Tables) | 5 Months Ended |
Jun. 30, 2021 | |
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Summary of Correction of an Error In Financial Statements | The following summarizes the effect of the restatement described above included herein on each financial statement line item as of the date of the Company’s consummation of its IPO. As of March 25, 2021 As Previously Adjustment As Restated Balance Sheet Warrant Liabilities $ — $ 16,060,000 $ 16,060,000 Deferred underwriter’s discount 7,000,000 (7,000,000 ) — Total Liabilities 8,808,541 9,060,000 17,868,541 Shares Subject to Redemption 189,823,690 (9,060,000 ) 180,763,690 Class A Ordinary shares 102 90 192 Class B Ordinary shares 575 — 575 Additional Paid in Capital 5,008,893 228,240 5,237,133 (Accumulated Deficit) (9,562 ) (228,330 ) (237,892 ) Total Shareholders’ Equity $ 5,000,008 $ — $ 5,000,008 |
Revision of Prior Period, Error Correction, Adjustment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Summary of Correction of an Error In Financial Statements | The table below summarizes the effects of the revision of the February 9, 2021 balance sheet and the revision of the March 31, 2021 financial statements from what was previously filed in the Quarterly Report on Form 10-Q as of March 31, 2021, as discussed above in Note 2A in the “As Restated” column. As Previously Reported in 10-Q March 31, 2021 Adjustment As Revised Balance Sheet as of March 25, 2021 Warrant Liabilities $ 16,060,000 $ (990,000 ) $ 15,070,000 Total Liabilities 17,868,541 (990,000 ) 16,878,541 Shares Subject to Redemption 180,763,690 990,000 181,753,690 Class A Ordinary shares 192 (10 ) 182 Class B Ordinary shares 575 — 575 Additional Paid in Capital 5,237,133 10 5,237,143 (Accumulated Deficit) (237,892 ) — (237,892 ) Total Shareholders’ Equity $ 5,000,008 $ — $ 5,000,008 Number of ordinary shares subject to redemption 18,076,369 99,000 18,175,369 Balance Sheet as of March 31, 2021 (unaudited) Warrant Liabilities $ 15,686,667 $ (1,166,667 ) $ 14,520,000 Total Liabilities 17,516,175 (1,166,667 ) 16,349,508 Shares Subject to Redemption 181,095,490 1,166,667 182,262,157 Class A Ordinary shares 189 (12 ) 177 Class B Ordinary shares 575 — 575 Additional Paid in Capital 4,895,037 (176,655 ) 4,718,382 (Accumulated Deficit) 104,200 176,667 280,867 Total Shareholders’ Equity $ 5,000,001 $ — $ 5,000,001 Number of ordinary shares subject to redemption 18,109,549 116,667 18,226,216 Statement of Operations for the three months ended March 31, 2021 (unaudited) Change in fair value of warrant liability $ 373,333 176,667 550,000 Net Income $ 104,200 176,667 280,867 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 18,081,109 101,524 18,182,633 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption — — — Weighted average shares outstanding, Non-redeemable ordinary shares 5,899,247 (7,896 ) 5,891,351 Basic and diluted net income per share, Non-redeemable ordinary shares $ 0.02 $ 0.03 $ 0.05 Statem ent of Cash Flows for the three months ended March 31, 2021 (unaudited) Net Income 104,200 176,667 280,867 Change in fair value of warrant liability (373,333 ) (176,667 ) (550,000 ) Initial Value of Class A ordinary shares subject to possible redemption 180,763,690 990,000 181,753,690 Change in Class A ordinary shares subject to possible redemption $ 331,800 $ 176,667 $ 508,467 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 5 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income per ordinary share is calculated as follows: Three Months Ended June 30, 2021 January 27, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest earned on marketable securities held in Trust Account $ 7,135 $ 7,135 Less: Income allocable to Non-Redeemable (517 ) (517 ) Net income allocable to shares subject to possible redemption $ 6,618 $ 6,618 Denominator: Weighted Average Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding 18,229,775 18,226,407 Basic and diluted net income per share $ — $ — Non-Redeemable Numerator: Net Loss Minus Net Earnings Net income $ 3,238,350 $ 3,519,217 Less: Income allocable to ordinary shares subject to possible redemption (6,618 ) (6,618 ) Non-Redeemable $ 3,231,732 $ 3,512,599 Weighted average shares outstanding, basic and diluted 7,066,929 6,482,387 Basic and diluted net income per ordinary share $ 0.46 $ 0.54 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Description U.S. government securities in Trust Account $ 200,007,135 $ 200,007,135 — — Liabilities: Warrant liabilities - Public 6,666,667 6,666,667 — — Warrant liabilities - Private 4,333,334 — — 4,333,334 $ 11,000,001 $ 6,666,667 $ — $ 4,333,334 |
Summary of quantitative information regarding Level 3 initial fair value measurements of warrants | The following table provides quantitative information regarding Level 3 fair value measurements: At March 25, 2021 (Initial Measurement) At June 30, 2021 Share price $ 9.51 $ 9.68 Strike price $ 11.50 $ 11.50 Term (in years) 5.00 5.00 Volatility 30.0 % 15.0 % Risk-free rate 1.26 % 1.13 % Dividend yield 0.0 % 0.0 % |
Summary of fair value of the derivative warrant liabilities | The following table presents the changes in the fair value of Level 3 liabilities: Warrant Liabilities Fair value as of January 27, 2021 $ — Initial measurement on March 25, 2021 15,070,000 Change in fair value (550,000 ) Fair value as of March 31, 2021 14,520,000 Change in fair value (3,519,999 ) Transfer of public warrant liabilities to Level 1 (6,666,667 ) Fair value as of June 30, 2021 $ 4,333,334 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) | Mar. 25, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of IPO | $ 196,000,000 | ||
Offering expenses related to warrant issuance | $ 0 | $ 228,331 | |
Restricted Investments Term | 185 days | ||
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes | 80 | ||
Minimum networth to effect business combination | 5,000,001 | $ 5,000,001 | |
Lock In Period For Redemption Of Public Shares After Closing Of IPO | 24 months | ||
Cash | 971,242 | $ 971,242 | |
Proceeds from issuance of Founder Shares | 25,000 | ||
Working Capital (deficit) | 1,100,000 | 1,100,000 | |
Due to Related Parties Current | $ 64,768 | $ 64,768 | |
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Equity metohd investment ownership percentage | 50.00% | 50.00% | |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | $ 10 | |
Per share amunt in the trust account for distribution to the public shareholders | $ / shares | $ 10 | ||
Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of Founder Shares | $ 25,000 | ||
Due to Related Parties Current | $ 64,768 | 64,768 | |
Sponsor [Member] | Private Placement Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class Of Warrants and Rights Issued During the Period | shares | 4,333,334 | ||
Class Of Warrants and Rights Issued, Price Per Warrant | $ / shares | $ 1.50 | ||
Working Capital Loan [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Due to Related Parties Current | $ 0 | 0 | |
IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issuance costs | 4,702,041 | ||
Payments for underwriting expense | 4,000,000 | ||
Other offering costs | 702,041 | ||
Offering expenses related to warrant issuance | $ 228,331 | ||
Maximum Percentage Of Shares Redeemed On Non Completion Of Business Combination | 100 | ||
Common Class A [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | $ 10 | |
Common Class A [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock Issued During Period Shares | shares | 20,000,000 | ||
Shares Issued Price Per Share | $ / shares | $ 10 | ||
Proceeds from issuance of IPO | $ 200,000,000 | $ 200,007,135 |
Correction of an Error In Fin_3
Correction of an Error In Financial Statements - Additional Information (Detail) | Apr. 12, 2021USD ($) |
Prior Period Adjustment [Abstract] | |
Deferred Underwriters Discount | $ 7,000,000 |
Correction of an Error In Fin_4
Correction of an Error In Financial Statements - Summary of Restatement of Previously Furnished Financial Statements (Detail) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Jan. 26, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Warrant Liabilities | $ 11,000,001 | |||
Total Liabilities | 11,476,769 | |||
Shares Subject to Redemption | 185,500,507 | |||
Additional paid-in capital | 1,480,139 | |||
(Accumulated Deficit) | 3,519,217 | |||
Total Stockholders' Equity | 5,000,001 | $ 5,000,001 | $ 0 | |
Class A Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | 145 | |||
Class B Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | $ 500 | |||
As Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Warrant Liabilities | $ 0 | |||
Deferred underwriters' discount | 7,000,000 | |||
Total Liabilities | 8,808,541 | |||
Shares Subject to Redemption | 189,823,690 | |||
Additional paid-in capital | 5,008,893 | |||
(Accumulated Deficit) | (9,562) | |||
Total Stockholders' Equity | 5,000,008 | |||
As Reported [Member] | Class A Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | 102 | |||
As Reported [Member] | Class B Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | 575 | |||
Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Warrant Liabilities | 16,060,000 | |||
Deferred underwriters' discount | (7,000,000) | |||
Total Liabilities | 9,060,000 | |||
Shares Subject to Redemption | (9,060,000) | |||
Additional paid-in capital | 228,240 | |||
(Accumulated Deficit) | (228,330) | |||
Total Stockholders' Equity | 0 | |||
Adjustment [Member] | Class A Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | 90 | |||
Adjustment [Member] | Class B Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | 0 | |||
As Restated [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Warrant Liabilities | 16,060,000 | |||
Deferred underwriters' discount | 0 | |||
Total Liabilities | 17,868,541 | |||
Shares Subject to Redemption | 180,763,690 | |||
Additional paid-in capital | 5,237,133 | |||
(Accumulated Deficit) | (237,892) | |||
Total Stockholders' Equity | 5,000,008 | |||
As Restated [Member] | Class A Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | 192 | |||
As Restated [Member] | Class B Ordinary Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock value | $ 575 |
Correction of an Error In Fin_5
Correction of an Error In Financial Statements - Summary of Revision of Previously Issued Financial Statements (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Mar. 25, 2021 | Jan. 26, 2021 | |
Balance Sheet [Abstract] | |||||
Warrant Liabilities | $ 11,000,001 | $ 11,000,001 | |||
Total Liabilities | 11,476,769 | 11,476,769 | |||
Shares Subject to Redemption | 185,500,507 | 185,500,507 | |||
Additional paid-in capital | 1,480,139 | 1,480,139 | |||
(Accumulated Deficit) | 3,519,217 | 3,519,217 | |||
Total Stockholders' Equity | $ 5,000,001 | 5,000,001 | 5,000,001 | $ 0 | |
Statement of Operations [Abstract] | |||||
Change in fair value of warrant liabilities | (3,519,999) | (4,069,999) | |||
Net income | 280,867 | 3,238,350 | 3,519,217 | ||
Statement of Cash Flows [Abstract] | |||||
Net loss | 280,867 | 3,238,350 | 3,519,217 | ||
Change in fair value of warrant liabilities | 3,519,999 | 4,069,999 | |||
Initial value of Class A ordinary shares subject to possible redemption | 181,753,690 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 3,746,817 | ||||
Common Class A [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ 145 | $ 145 | |||
Number of ordinary shares subject to redemption | 18,550,051 | 18,550,051 | |||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 18,229,775 | 18,226,407 | |||
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | |||
Common Class B [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ 500 | $ 500 | |||
Nonredeemable Common Stock [Member] | |||||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 7,066,929 | 6,482,387 | |||
Earnings Per Share, Basic and Diluted | $ 0.46 | $ 0.54 | |||
Previously Reported [Member] | |||||
Balance Sheet [Abstract] | |||||
Warrant Liabilities | $ 0 | ||||
Total Liabilities | 8,808,541 | ||||
Shares Subject to Redemption | 189,823,690 | ||||
Additional paid-in capital | 5,008,893 | ||||
(Accumulated Deficit) | (9,562) | ||||
Total Stockholders' Equity | 5,000,008 | ||||
Previously Reported [Member] | Common Class A [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | 102 | ||||
Previously Reported [Member] | Common Class B [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | 575 | ||||
Previously Reported [Member] | Change in Accounting Principle, Other [Member] | |||||
Balance Sheet [Abstract] | |||||
Warrant Liabilities | 15,686,667 | 16,060,000 | |||
Total Liabilities | 17,516,175 | 17,868,541 | |||
Shares Subject to Redemption | 181,095,490 | 180,763,690 | |||
Additional paid-in capital | 4,895,037 | 5,237,133 | |||
(Accumulated Deficit) | 104,200 | (237,892) | |||
Total Stockholders' Equity | $ 5,000,001 | $ 5,000,008 | |||
Number of ordinary shares subject to redemption | 18,109,549 | 18,076,369 | |||
Statement of Operations [Abstract] | |||||
Change in fair value of warrant liabilities | $ 373,333 | ||||
Net income | 104,200 | ||||
Statement of Cash Flows [Abstract] | |||||
Net loss | 104,200 | ||||
Change in fair value of warrant liabilities | (373,333) | ||||
Initial value of Class A ordinary shares subject to possible redemption | 180,763,690 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 331,800 | ||||
Previously Reported [Member] | Change in Accounting Principle, Other [Member] | Common Class A [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ 189 | $ 192 | |||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 18,081,109 | ||||
Earnings Per Share, Basic and Diluted | $ 0 | ||||
Previously Reported [Member] | Change in Accounting Principle, Other [Member] | Common Class B [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ 575 | 575 | |||
Previously Reported [Member] | Change in Accounting Principle, Other [Member] | Nonredeemable Common Stock [Member] | |||||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,899,247 | ||||
Earnings Per Share, Basic and Diluted | $ 0.02 | ||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Change in Accounting Principle, Other [Member] | |||||
Balance Sheet [Abstract] | |||||
Warrant Liabilities | $ (1,166,667) | (990,000) | |||
Total Liabilities | (1,166,667) | (990,000) | |||
Shares Subject to Redemption | 1,166,667 | 990,000 | |||
Additional paid-in capital | (176,655) | 10 | |||
(Accumulated Deficit) | 176,667 | 0 | |||
Total Stockholders' Equity | $ 0 | $ 0 | |||
Number of ordinary shares subject to redemption | 116,667 | 99,000 | |||
Statement of Operations [Abstract] | |||||
Change in fair value of warrant liabilities | $ 176,667 | ||||
Net income | 176,667 | ||||
Statement of Cash Flows [Abstract] | |||||
Net loss | 176,667 | ||||
Change in fair value of warrant liabilities | (176,667) | ||||
Initial value of Class A ordinary shares subject to possible redemption | 990,000 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 176,667 | ||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Change in Accounting Principle, Other [Member] | Common Class A [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ (12) | $ (10) | |||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 101,524 | ||||
Earnings Per Share, Basic and Diluted | $ 0 | ||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Change in Accounting Principle, Other [Member] | Common Class B [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ 0 | 0 | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | Change in Accounting Principle, Other [Member] | Nonredeemable Common Stock [Member] | |||||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | (7,896) | ||||
Earnings Per Share, Basic and Diluted | $ 0.03 | ||||
As Revised [Member] | Change in Accounting Principle, Other [Member] | |||||
Balance Sheet [Abstract] | |||||
Warrant Liabilities | $ 14,520,000 | 15,070,000 | |||
Total Liabilities | 16,349,508 | 16,878,541 | |||
Shares Subject to Redemption | 182,262,157 | 181,753,690 | |||
Additional paid-in capital | 4,718,382 | 5,237,143 | |||
(Accumulated Deficit) | 280,867 | (237,892) | |||
Total Stockholders' Equity | $ 5,000,001 | $ 5,000,008 | |||
Number of ordinary shares subject to redemption | 18,226,216 | 18,175,369 | |||
Statement of Operations [Abstract] | |||||
Change in fair value of warrant liabilities | $ 550,000 | ||||
Net income | 280,867 | ||||
Statement of Cash Flows [Abstract] | |||||
Net loss | 280,867 | ||||
Change in fair value of warrant liabilities | (550,000) | ||||
Initial value of Class A ordinary shares subject to possible redemption | 181,753,690 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 508,467 | ||||
As Revised [Member] | Change in Accounting Principle, Other [Member] | Common Class A [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ 177 | $ 182 | |||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 18,182,633 | ||||
Earnings Per Share, Basic and Diluted | $ 0 | ||||
As Revised [Member] | Change in Accounting Principle, Other [Member] | Common Class B [Member] | |||||
Balance Sheet [Abstract] | |||||
Common stock value | $ 575 | $ 575 | |||
As Revised [Member] | Change in Accounting Principle, Other [Member] | Nonredeemable Common Stock [Member] | |||||
Statement of Operations [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,891,351 | ||||
Earnings Per Share, Basic and Diluted | $ 0.05 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | |||
Proceeds from issuance of IPO | $ 196,000,000 | ||
Proceeds from interest income of trust assets to pay expenses | 0 | ||
FDIC insured amount | $ 250,000 | 250,000 | |
Offering expenses related to warrant issuance | $ 0 | $ 228,331 | |
Number of warrants or rights outstanding | 11,000,000 | 11,000,000 | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued for interest and penalties | $ 0 | $ 0 | |
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 6,666,666 | 6,666,666 | |
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 4,333,334 | 4,333,334 | |
IPO [Member] | |||
Class of Stock [Line Items] | |||
Stock issuance costs | $ 4,702,041 | ||
Payments for underwriting expense | 4,000,000 | ||
Other offering costs | 702,041 | ||
Offering expenses related to warrant issuance | $ 228,331 | ||
Class A Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Temporary equity, shares outstanding | 18,550,051 | 18,550,051 | |
Class A Ordinary Shares [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Proceeds from issuance of IPO | $ 200,000,000 | $ 200,007,135 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of basic and diluted net income (loss) per common share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest [Abstract] | |||
Interest earned on marketable securities held in Trust Account | $ 7,135 | $ 7,135 | |
Less: Income allocable to Non-Redeemable Class A Ordinary Shares | (517) | (517) | |
Net income allocable to shares subject to possible redemption | 6,618 | 6,618 | |
Numerator: Net Loss Minus Net Earnings | |||
Net income | $ 280,867 | 3,238,350 | 3,519,217 |
Less: Income allocable to ordinary shares subject to possible redemption | (6,618) | (6,618) | |
Non-Redeemable net income | $ 3,231,732 | $ 3,512,599 | |
Redeemable Class A Ordinary Shares [Member] | |||
Weight Average Redeemable Class A Ordinary Shares [Abstract] | |||
Basic and diluted weighted average shares outstanding | 18,229,775 | 18,226,407 | |
Basic and diluted net income per share | $ 0 | $ 0 | |
Non Redeemable Class A and Class B Ordinary Shares [Member] | |||
Weight Average Redeemable Class A Ordinary Shares [Abstract] | |||
Basic and diluted weighted average shares outstanding | 7,066,929 | 6,482,387 | |
Basic and diluted net income per share | $ 0.46 | $ 0.54 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Mar. 25, 2021 | Jun. 30, 2021 |
Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | |
Stock Conversion Basis | Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). | |
Common Class A [Member] | Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
IPO [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 20,000,000 | |
Shares Issued Price Per Share | $ 10 |
Related Party-Private Placeme_2
Related Party-Private Placement Warrants - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Feb. 01, 2021 | Jun. 30, 2021 |
Proceeds from purchase of Private Placement Warrants by related party | $ 6,500,001 | ||
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member] | |||
Total number of trading days for determining the share price | 30 days | 30 days | |
Sponsor [Member] | Private Placement Warrants [Member] | |||
Class Of Warrants and Rights Issued During the Period | 4,333,334 | ||
Class Of Warrants and Rights Issued, Price Per Warrant | $ 1.50 | ||
Proceeds from purchase of Private Placement Warrants by related party | $ 6,500,001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | May 07, 2021 | Apr. 16, 2021 | Mar. 25, 2021 | Feb. 01, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | |||||||
Value of stock issued to sponser | $ 25,000 | ||||||
Repayment of promissory note to related party | $ 133,541 | ||||||
Due to Related Parties Current | $ 64,768 | 64,768 | |||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 30,000 | 32,000 | |||||
Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties Current | $ 0 | $ 0 | |||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties Current | $ 64,768 | $ 64,768 | |||||
Sponsor [Member] | Administrative Support Fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties Current | 30,000 | 30,000 | |||||
Sponsor [Member] | Other Reimbursements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties Current | 34,768 | 34,768 | |||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | ||||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note face amount | $ 300,000 | ||||||
Maturity date | Dec. 31, 2021 | ||||||
Promissory note – related party | $ 133,541 | 133,541 | |||||
Repayment of promissory note to related party | $ 133,541 | ||||||
Promissory note payment terms | The Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the IPO. As of the consummation of the IPO on March 25, 2021 | ||||||
Sponsor [Member] | Working capital loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | ||||||
Debt instrument conversion price per warrant | $ 1.50 | $ 1.50 | |||||
Working capital loans | $ 0 | $ 0 | |||||
Sponsor [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Value of stock issued to sponser | $ 25,000 | ||||||
Share price | $ 0.003 | ||||||
Number of stock issued to sponser | 7,187,500 | ||||||
Common Stock, Par Value | $ 0.0001 | ||||||
Number of sponser shares subject to forfeiture | 750,000 | ||||||
Sponsor [Member] | Founder Shares [Member] | After Completion Of Business Combination [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lock in period of founder shares | 1 year | ||||||
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share price | $ 12 | ||||||
Number of specific trading days for determining share price | 20 days | ||||||
Total number of trading days for determining the share price | 30 days | 30 days | |||||
Period from business combination for which closing price of share is considered | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jun. 30, 2021 |
Other Commitments [Line Items] | ||
Payment of underwriter discount | $ 702,041 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Underwriter over allotment expiry date | May 7, 2021 | |
Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Underwriter discount per unit | $ 0.20 | |
Payment of underwriter discount | $ 4,000,000 | |
Underwriting Agreement [Member] | Completion of Business Combination [Member] | ||
Other Commitments [Line Items] | ||
Percentage of deferred marketing fee over proposed public offering | 3.50% | |
Deferred marketing fee | $ 7,000,000 | |
Units [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Overallotment Option Vesting Period | 45 days | |
Stock Issued During Period Shares | 3,000,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) | Jun. 30, 2021$ / sharesshares |
Class of Stock [Line Items] | |
Preferred Stock, Shares Authorized | 5,000,000 |
Preferred Stock Par Or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Percenatge of Maximum Voting shares for election of directors | 50.00% |
Class A Ordinary Shares [Member] | |
Class of Stock [Line Items] | |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock Par Or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares, Issued | 1,449,949 |
Common Stock, Shares, Outstanding | 1,449,949 |
Temporary equity, shares outstanding | 18,550,051 |
Class B Ordinary Shares [Member] | |
Class of Stock [Line Items] | |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock Par Or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares, Issued | 5,000,000 |
Common Stock, Shares, Outstanding | 5,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 5 Months Ended |
Jun. 30, 2021$ / shares | |
Share Price Equal or Less Nine point Two Rupees per dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 115.00% |
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Exercise price of warrant | $ 18 |
Share Redemption Trigger Price | 18 |
Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share Redemption Trigger Price | 10 |
Class A Ordinary Shares [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Exercise price of warrant | 9.20 |
Share Redemption Trigger Price | $ 9.20 |
Minimum Percentage Gross Proceeds Required From Issuance Of Equity | 60.00% |
Class of Warrant or Right, Minimum Notice Period For Redemption | 20 days |
Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Exercise price of warrant | $ 10 |
Share Redemption Trigger Price | $ 10 |
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 180.00% |
Public Warrants [Member] | |
Warrant Liability Disclosure [Line Items] | |
Warrants Exercisable Term From The Date Of Completion Of Business Combination | 30 days |
Warrants Exercisable Term From The Closing Of IPO | 12 months |
Exercise price of warrant | $ 11.50 |
Public Warrants [Member] | Class A Ordinary Shares [Member] | |
Warrant Liability Disclosure [Line Items] | |
Exercise price of warrant | $ 11.50 |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days |
Class of warrants, redemption price per unit | $ 0.361 |
Class of warrants, redemption notice period | 10 days |
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member] | |
Warrant Liability Disclosure [Line Items] | |
Exercise price of warrant | $ 11.50 |
Share Redemption Trigger Price | 18 |
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of warrants, redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Share price | $ 18 |
Number of consecutive trading days for determining share price | 20 days |
Number Of Trading Days For Determining Share Price | 30 days |
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of warrants, redemption price per unit | $ 0.10 |
Class of warrants, redemption notice period | 30 days |
Share price | $ 10 |
Number of consecutive trading days for determining share price | 20 days |
Number Of Trading Days For Determining Share Price | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] | Jun. 30, 2021USD ($) |
Liabilities: | |
Warrant liabilities | $ 11,000,001 |
US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | 200,007,135 |
Level 1 [Member] | |
Liabilities: | |
Warrant liabilities | 6,666,667 |
Level 1 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | 200,007,135 |
Level 2 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Level 2 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | 0 |
Level 3 [Member] | |
Liabilities: | |
Warrant liabilities | 4,333,334 |
Level 3 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | 0 |
Public Warrants [Member] | |
Liabilities: | |
Warrant liabilities | 6,666,667 |
Public Warrants [Member] | Level 1 [Member] | |
Liabilities: | |
Warrant liabilities | 6,666,667 |
Public Warrants [Member] | Level 2 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Public Warrants [Member] | Level 3 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Private Placement Warrants [Member] | |
Liabilities: | |
Warrant liabilities | 4,333,334 |
Private Placement Warrants [Member] | Level 1 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Private Placement Warrants [Member] | Level 2 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Private Placement Warrants [Member] | Level 3 [Member] | |
Liabilities: | |
Warrant liabilities | $ 4,333,334 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of quantitative information regarding Level 3 initial fair value measurements of warrants (Detail) - Level 3 [Member] | Jun. 30, 2021yr | Mar. 25, 2021yr |
Share price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.68 | 9.51 |
Strike price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 15 | 30 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.13 | 1.26 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail) - USD ($) | Mar. 25, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 0 | $ 14,520,000 | |
Initial measurement | $ 15,070,000 | ||
Change in fair value | (550,000) | (3,519,999) | |
Ending Balance | $ 14,520,000 | 4,333,334 | |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Transfer of public warrant liabilities to Level 1 | $ (6,666,667) |