Cover Page
Cover Page - shares | 2 Months Ended | |
Mar. 31, 2021 | Jun. 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Entity Registrant Name | TB SA Acquisition Corp | |
Entity Central Index Key | 0001843764 | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
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, Country | KY | |
Entity Address, Postal Zip Code | KY1-1102 | |
City Area Code | 345 | |
Local Phone Number | 814-5771 | |
Entity File Number | 001-40260 | |
Entity Address, City or Town | Grand Cayman | |
Amendment Description | TB SA Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2021 (the “Original Quarterly Report”) should no longer be relied upon due to the vesting terms of the Company’s Security Assignment Agreement with directors that were not properly evaluated and recorded. | |
Entity Tax Identification Number | 00-0000000 | |
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 $11.50 per share | |
Trading Symbol | TBSAW | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Class B Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Condensed Balance sheets
Condensed Balance sheets | Mar. 31, 2021USD ($) |
Current assets: | |
Cash | $ 2,500,001 |
Prepaid expenses | 1,111,665 |
Total current assets | 3,611,666 |
Cash Held in Trust account | 200,000,000 |
Total assets | 203,611,666 |
Current liabilities: | |
Accounts payable and accrued expenses | 1,765,967 |
Over-allotment liability | 34,133 |
Promissory note – related party | 133,541 |
Total current liabilities | 1,933,641 |
Warrant Liabilities | 14,520,000 |
Total liabilities | 16,453,641 |
Class A ordinary shares subject to possible redemption | 200,000,000 |
Shareholders' deficit: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 267,150 |
Accumulated deficit | (13,109,700) |
Total shareholders' deficit | (12,841,975) |
Total liabilities and shareholders' deficit | 203,611,666 |
Class A Ordinary Shares [Member] | |
Shareholders' deficit: | |
Common stock value | 0 |
Class B Ordinary Shares [Member] | |
Shareholders' deficit: | |
Common stock value | $ 575 |
Condensed Balance sheets (Paren
Condensed Balance sheets (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
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 | 20,000,000 |
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 | 0 |
Common Stock, Shares, Outstanding | 0 |
Class B Ordinary Shares [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares, Issued | 5,750,000 |
Common Stock, Shares, Outstanding | 5,750,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 2 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 40,802 |
Stock compensation expense | 267,150 |
Loss from operations | (307,952) |
Other Income (Expense) | |
Change in fair value of over-allotment liability | (23,457) |
Change in fair value of warrant liabilities | 550,000 |
Offering expenses related to warrant issuance | (233,453) |
Total other income | 293,090 |
Net loss | (14,862) |
Class A common stock [Member] | |
Other Income (Expense) | |
Net loss | $ (4,783) |
Weighted Average Number of Shares Outstanding | shares | 2,187,500 |
Earnings Per Share, Basic and Diluted | $ / shares | $ 0 |
Common Class B [Member] | |
Other Income (Expense) | |
Net loss | $ (10,079) |
Weighted Average Number of Shares Outstanding | shares | 4,609,375 |
Earnings Per Share, Basic and Diluted | $ / shares | $ 0 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Deficit - 2 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit | Class A [Member] | Class A [Member]Ordinary Shares [Member] | Class B [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 | ||||||
Excess Sponsor paid over Fair value of Private Placement Warrants | 563,334 | 563,334 | |||||
Remeasurement of Class A ordinary shares to redemption value | (13,682,597) | (587,759) | (13,094,838) | ||||
Fair value of Founder Shares transferred to Directors | 267,150 | 267,150 | |||||
Net loss | (14,862) | (14,862) | $ (4,783) | $ (10,079) | |||
Ending balance at Mar. 31, 2021 | $ (12,841,975) | $ 267,150 | $ (13,109,700) | $ 0 | $ 575 | ||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 5,750,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (14,862) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Stock-based compensation | 267,150 |
Change in fair value of over-allotment liability | 23,457 |
Change in fair value of warrant liabilities | (550,000) |
Offering costs allocated to Warrants | 233,453 |
Changes in current assets and current liabilities: | |
Prepaid assets | (1,111,665) |
Accounts payable | 1,765,967 |
Net cash provided by operating activities | 613,500 |
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 |
Payments of offering costs | (772,041) |
Net cash provided by financing activities | 201,886,501 |
Net Change in Cash | 2,500,001 |
Cash—Beginning | 0 |
Cash—Ending | 2,500,001 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Remeasurement of Class A ordinary shares subject to possible redemption | $ 13,682,597 |
Organization and Business Opera
Organization and Business Operations | 2 Months Ended |
Mar. 31, 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 Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 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 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 being offered, 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 $4,772,041 consisting of $4,000,000 of underwriting fees and $772,041 of other offering costs. Of the total transaction cost $228,331 was reclassed to expense as non-operating 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 (“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 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 or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders 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 stockholder 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 stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders 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 stockholder 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 stockholder 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, 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 stockholder 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 shares 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 and Going Concern Consideration As of March 31, 2021, the Company had cash outside the Trust Account of $2,500,001 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, proceeds from Sponsor loans of $133,541 and the remaining net proceeds from the IPO and the sale of Private Placement Warrants. The Company anticipates that the $2,500,001 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. 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 stockholders, 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 does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due 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”). the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements The Company has re-evaluated re-evaluation, In addition to the Company’s re-evaluation re-evaluated Furthermore, 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 10-Q The Company previously determined the ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per ordinary share while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended March 31, 2021, the Company reevaluated the classification of the ordinary shares and determined that the ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. paid-in In connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to ordinary shares subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares participate pro rata in the income (loss) of the Company. The following tables present the impacts of the adjustments stated above: Balance Sheet as of March 31, 2021 (unaudited) As Reported Adjustment As Restated Accrued Expenses $ 1,695,967 $ 70,000 $ 1,765,967 Over-Allotment Liability — 34,133 34,133 Warrant Liabilities 15,686,667 (1,166,667 ) 14,520,000 Total Liabilities 17,516,175 (1,062,534 ) 16,453,641 Class A ordinary shares subject to possible redemption 181,095,490 18,904,510 200,000,000 Class A ordinary shares 189 (189 ) — Additional Paid-In 4,895,037 (4,627,887 ) 267,150 (Accumulated Deficit) Retained Earnings 104,200 (13,213,900 ) (13,109,700 ) Total Shareholders’ (Deficit) Equity 5,000,001 (17,841,976 ) (12,841,975 ) Statement of Operations for the period from January 27, 2021 (Inception) through March 31, 2021 As Reported Adjustment As Restated Stock Compensation Expense $ — $ (267,150 ) $ (267,150 ) Change in fair value of warrant liabilities 373,333 176,667 550,000 Offering expenses related to warrant issuance (228,331 ) (5,122 ) (233,453 ) Change in fair value over-allotment liability — (23,457 ) (23,457 ) Net Income (Loss) 104,200 (119,062 ) (14,862 ) Weighted average shares outstanding, Class A ordinary shares 18,081,109 (15,893,609 ) 2,187,500 Basic and diluted net loss per share, Class A ordinary shares — — — Weighted average shares outstanding, Class B ordinary shares 5,899,247 (1,289,872 ) 4,609,375 Basic and diluted net loss per share, Class B ordinary shares 0.02 (0.02 ) — Statement of Cash Flows for the period from January 27, 2021 (Inception) through March 31, 2021 As Reported Adjustment As Restated Net Income (Loss) $ 104,200 $ (119,062 ) $ (14,862 ) Stock Compensation Expense — 267,150 267,150 Change in fair value of warrant liabilities (373,333 ) (176,667 ) (550,000 ) Offering expenses related to warrant issuance 228,331 5,122 233,453 Change in fair value over-allotment liability — 23,457 23,457 Accounts Payable and Accrued Expenses 1,695,967 70,000 1,765,967 Statement of Shareholders’ Equity for the period from January 27, 2021 (Inception) through As Reported Adjustment As Restated Fair value of Founder Shares transferred to Directors $ — $ 267,150 $ 267,150 Remeasurement of Class A ordinary shares — (13,682,597 ) (13,682,597 ) Class A ordinary shares subject to possible redemption (181,095,490 ) 181,095,490 — Excess Sponsor paid over Fair value of Private Placement Warrants 173,335 389,999 563,334 Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants 185,792,956 (185,792,956 ) — Net Income (Loss) 104,200 (119,062 ) (14,862 ) |
Significant Accounting Policies
Significant Accounting Policies | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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. 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 March 31, 2021, the Trust Account had $200,000,000 held in marketable securities. During period March 25, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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 Trust Account. At March 31, 2021, the Company has not experienced losses on this account. Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit. Net Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential common shares for outstanding warrants to purchase the Company’s shares were excluded from diluted net income per share for the period from January 27, 2021 (inception) through March 31, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the period from January 27, 2021 (inception) through March 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income $ (4,783 ) $ (10,079 ) Denominator: Weighted-average shares outstanding 2,187,500 4,609,375 Basic and diluted net income per share $ (0.00 ) $ (0.00 ) Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 non-operating 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 Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued 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 The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement The Company granted the underwriters a 45-day Share-Based Compensation The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date using a Monte-Carlo simulation approach and was determined by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited. 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 March 31, 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 In August 2020, the FASB issued Accounting Standards Update (“ASU”)2020-06, (Subtopic470-20) ASC815-40(“ASU2020-06”) 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. ASU2020-06 if-converted ASU2020-06 Management does not believe that any 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 | 2 Months Ended |
Mar. 31, 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 share of Class A Ordinary shares, par value $0.0001 per share one-third As of March 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 200,000,000 Less: Proceeds allocated to Public Warrants (9,133,333 ) Proceeds allocated to Derivative Liability (10,676 ) Class A ordinary share issuance costs (4,538,588 ) Plus: Accretion of carrying value to redemption value 13,682,597 Class A ordinary shares subject to possible redemption $ 200,000,000 |
Related Party-Private Placement
Related Party-Private Placement Warrants | 2 Months Ended |
Mar. 31, 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). Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering 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 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) (including the ordinary shares issuable upon exercise of these warrants) will be entitled to certain registration rights. 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 6) 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 | 2 Months Ended |
Mar. 31, 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 (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 750,000 Founder Shares. The initial shareholders, officers and directors will agree 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 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. On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to various individuals at a price of $0.0035 per share. Gareth Penny received 100,000 shares, James Crawley received 35,000, Thando Mhlambiso received 30,000, and Ziyanda Ntshona received 30,000 shares, for a total of 195,000 Class B ordinary shares. Within each agreement that was executed with each individual, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO, twenty-fiv twenty-five fifty percent The transfer of the Class B Ordinary shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering and/or Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. See Note 10 for the Company’s vesting schedule and accounting treatment over the transferred Class B ordinary shares under ASC 718. Promissory Note — Related Party On February 1, 2021, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest 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. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 March 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Marketing Agreement The Company has granted the underwriter a 45-day 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 be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the Proposed Public Offering upon the completion of the Company’s initial Business Combination. |
Stockholder's Equity
Stockholder's Equity | 2 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 8 — Stockholder’s 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 |
Warrants
Warrants | 2 Months Ended |
Mar. 31, 2021 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Note 9 — Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “—Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the Proposed Public Offering or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 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 reasonably 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 reasonably 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” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 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 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; • 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 |
Share-Based Compensation
Share-Based Compensation | 2 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 10 — Share-Based Compensation On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to individuals at a price of $0.0035 per share. Within each transfer agreement that was executed with each director, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO, twenty- twenty- fifty percent The fair value of the Founder Shares on the grant date was $5.48 per share, based upon a valuation performed by the Company. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the award amounted to $1,068,600, of which $267,150 was recorded as stock compensation expense during the period from January 27, 2021 (inception) through March 31, 2021, which represents the vesting of twenty- A summary of the restricted share award and restricted unit activity for period from January 27, 2021 (inception) through March 31, 2021 is as follows: Number of Granted on March 12, 2021 195,000 Forfeited — Vested (48,750 ) Unvested Outstanding at March 31, 2021 146,250 A summary vesting schedule for the Company’s transferred founder’s shares can be seen below: Amount Amount vested on March 25, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares) $ 267,150 Amount vesting on March 25, 2022, one year from the Company’s IPO date (represents 25% of shares vested or 48,750 shares) 267,150 Amount vesting upon the Company’s consummation of a successful business combination (represents 50% of shares vested or 97,500 shares) 534,000 Total vesting amount $ 1,068,600 Total unrecognized compensation expense related to unvested Founder Shares at March 31, 2021 amounted to $801,450 and is expected to be recognized once defined intervals within the executed transfer agreements are met, such as the consummation of a business combination. |
Fair Value Measurements
Fair Value Measurements | 2 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Description Liabilities: Warrant liabilities—Public 8,800,000 — — 8,800,000 Warrant liabilities—Private 5,720,000 — — 5,720.000 Over-allotment liability 34,133 — — 34,133 $ 14,554,133 $ — $ — $ 14,554,133 The Company utilizes a Monte Carlo simulation model to value the Warrants at each reporting period, with changes in fair value recognized in the statement 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 The Company utilizes a Black-Scholes Option Pricing model to value the over-allotment liability at the initial measurement and at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the over-allotment liability is determined using Level 3 inputs. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The aforementioned warrant liabilities and/or over-allotment liability 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 March 31, 2021 Warrant Liabilities Stock price $ 9.51 $ 9.37 Strike price $ 11.50 $ 11.50 Term (in years) 5.00 5.00 Volatility 30.0 % 40.0 % Risk-free rate 1.26 % 1.38 % Dividend yield 0.0 % 0.0 % Over-Allotment Liability Unit price $ 9.75 $ 9.85 Exercise price $ 10.00 $ 10.00 Term (in years) 0.12 0.11 Volatility 4.48 % 4.48 % Risk-free rate 0.025 % 0.010 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 liabilities: Warrant Liabilities Over-Allotment Fair value as of January 27, 2021 $ — $ — Initial measurement on March 25, 2021 15,070,000 10,676 Change in fair value (550,000 ) 23,456 Fair value as of March 31, 2021 $ 14,520,000 $ 34,132 There were no transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. |
Subsequent Events
Subsequent Events | 2 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — 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) | 2 Months Ended |
Mar. 31, 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 (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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. |
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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
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 March 31, 2021, the Trust Account had $200,000,000 held in marketable securities. During period March 25, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
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 Trust Account. At March 31, 2021, the Company has not experienced losses on this account. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential common shares for outstanding warrants to purchase the Company’s shares were excluded from diluted net income per share for the period from January 27, 2021 (inception) through March 31, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the period from January 27, 2021 (inception) through March 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income $ (4,783 ) $ (10,079 ) Denominator: Weighted-average shares outstanding 2,187,500 4,609,375 Basic and diluted net income per share $ (0.00 ) $ (0.00 ) |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 non-operating |
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 Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued 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 The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement The Company granted the underwriters a 45-day |
Share-Based Compensation | Share-Based Compensation The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date using a Monte-Carlo simulation approach and was determined by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited. |
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 March 31, 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 Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”)2020-06, (Subtopic470-20) ASC815-40(“ASU2020-06”) 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. ASU2020-06 if-converted ASU2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Correction of an Error In Financial Statements | The following tables present the impacts of the adjustments stated above: Balance Sheet as of March 31, 2021 (unaudited) As Reported Adjustment As Restated Accrued Expenses $ 1,695,967 $ 70,000 $ 1,765,967 Over-Allotment Liability — 34,133 34,133 Warrant Liabilities 15,686,667 (1,166,667 ) 14,520,000 Total Liabilities 17,516,175 (1,062,534 ) 16,453,641 Class A ordinary shares subject to possible redemption 181,095,490 18,904,510 200,000,000 Class A ordinary shares 189 (189 ) — Additional Paid-In 4,895,037 (4,627,887 ) 267,150 (Accumulated Deficit) Retained Earnings 104,200 (13,213,900 ) (13,109,700 ) Total Shareholders’ (Deficit) Equity 5,000,001 (17,841,976 ) (12,841,975 ) Statement of Operations for the period from January 27, 2021 (Inception) through March 31, 2021 As Reported Adjustment As Restated Stock Compensation Expense $ — $ (267,150 ) $ (267,150 ) Change in fair value of warrant liabilities 373,333 176,667 550,000 Offering expenses related to warrant issuance (228,331 ) (5,122 ) (233,453 ) Change in fair value over-allotment liability — (23,457 ) (23,457 ) Net Income (Loss) 104,200 (119,062 ) (14,862 ) Weighted average shares outstanding, Class A ordinary shares 18,081,109 (15,893,609 ) 2,187,500 Basic and diluted net loss per share, Class A ordinary shares — — — Weighted average shares outstanding, Class B ordinary shares 5,899,247 (1,289,872 ) 4,609,375 Basic and diluted net loss per share, Class B ordinary shares 0.02 (0.02 ) — Statement of Cash Flows for the period from January 27, 2021 (Inception) through March 31, 2021 As Reported Adjustment As Restated Net Income (Loss) $ 104,200 $ (119,062 ) $ (14,862 ) Stock Compensation Expense — 267,150 267,150 Change in fair value of warrant liabilities (373,333 ) (176,667 ) (550,000 ) Offering expenses related to warrant issuance 228,331 5,122 233,453 Change in fair value over-allotment liability — 23,457 23,457 Accounts Payable and Accrued Expenses 1,695,967 70,000 1,765,967 Statement of Shareholders’ Equity for the period from January 27, 2021 (Inception) through As Reported Adjustment As Restated Fair value of Founder Shares transferred to Directors $ — $ 267,150 $ 267,150 Remeasurement of Class A ordinary shares — (13,682,597 ) (13,682,597 ) Class A ordinary shares subject to possible redemption (181,095,490 ) 181,095,490 — Excess Sponsor paid over Fair value of Private Placement Warrants 173,335 389,999 563,334 Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants 185,792,956 (185,792,956 ) — Net Income (Loss) 104,200 (119,062 ) (14,862 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Reconciliation Class A Ordinary Shares Reflected on Balance Sheet | As of March 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 200,000,000 Less: Proceeds allocated to Public Warrants (9,133,333 ) Proceeds allocated to Derivative Liability (10,676 ) Class A ordinary share issuance costs (4,538,588 ) Plus: Accretion of carrying value to redemption value 13,682,597 Class A ordinary shares subject to possible redemption $ 200,000,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of restricted share award and restricted unit activity | A summary of the restricted share award and restricted unit activity for period from January 27, 2021 (inception) through March 31, 2021 is as follows: Number of Granted on March 12, 2021 195,000 Forfeited — Vested (48,750 ) Unvested Outstanding at March 31, 2021 146,250 |
Summary of vesting schedule | A summary vesting schedule for the Company’s transferred founder’s shares can be seen below: Amount Amount vested on March 25, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares) $ 267,150 Amount vesting on March 25, 2022, one year from the Company’s IPO date (represents 25% of shares vested or 48,750 shares) 267,150 Amount vesting upon the Company’s consummation of a successful business combination (represents 50% of shares vested or 97,500 shares) 534,000 Total vesting amount $ 1,068,600 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 2 Months Ended |
Mar. 31, 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 March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Description Liabilities: Warrant liabilities—Public 8,800,000 — — 8,800,000 Warrant liabilities—Private 5,720,000 — — 5,720.000 Over-allotment liability 34,133 — — 34,133 $ 14,554,133 $ — $ — $ 14,554,133 |
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 March 31, 2021 Warrant Liabilities Stock price $ 9.51 $ 9.37 Strike price $ 11.50 $ 11.50 Term (in years) 5.00 5.00 Volatility 30.0 % 40.0 % Risk-free rate 1.26 % 1.38 % Dividend yield 0.0 % 0.0 % Over-Allotment Liability Unit price $ 9.75 $ 9.85 Exercise price $ 10.00 $ 10.00 Term (in years) 0.12 0.11 Volatility 4.48 % 4.48 % Risk-free rate 0.025 % 0.010 % 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 Over-Allotment Fair value as of January 27, 2021 $ — $ — Initial measurement on March 25, 2021 15,070,000 10,676 Change in fair value (550,000 ) 23,456 Fair value as of March 31, 2021 $ 14,520,000 $ 34,132 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) | Mar. 25, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from issuance of IPO | $ 196,000,000 | |
Offering expenses related to warrant issuance | $ 233,453 | |
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 | |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | |
Minimum networth to effect business combination | $ 5,000,001 | |
Lock In Period For Redemption Of Public Shares After Closing Of IPO | 24 months | |
Cash | $ 2,500,001 | |
Proceeds from issuance of Founder Shares | 25,000 | |
Proceeds from unsecured and non-interest bearing promissory note | $ 133,541 | |
Minimum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Equity metohd investment ownership percentage | 50.00% | |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 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 | |
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 | $ 1.5 | |
IPO [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock Issued During Period Shares | shares | 3,000,000 | |
Stock issuance costs | $ 4,772,041 | |
Payments for underwriting expense | 4,000,000 | |
Other offering costs | 772,041 | |
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 | |
Common Class A [Member] | IPO [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock Issued During Period Shares | shares | 20,000,000 | 20,000,000 |
Shares Issued Price Per Share | $ / shares | $ 10 | |
Proceeds from issuance of IPO | $ 200,000,000 | $ 200,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Revision of Previously Issued Financial Statements (Detail) - USD ($) | 2 Months Ended | |
Mar. 31, 2021 | Jan. 26, 2021 | |
Balance Sheet [Abstract] | ||
Over-allotment liability | $ 34,133 | |
Warrant Liabilities | 14,520,000 | |
Total Liabilities | 16,453,641 | |
Shares Subject to Redemption | 200,000,000 | |
Additional paid-in capital | 267,150 | |
Accumulated deficit | (13,109,700) | |
Total shareholders' deficit | (12,841,975) | $ 0 |
Statement of Operations [Abstract] | ||
Stock Compensation Expense | (267,150) | |
Change in fair value of warrant liabilities | (550,000) | |
Offering expenses related to warrant issuance | (233,453) | |
Change in fair value of over-allotment liability | 23,457 | |
Net Income (Loss) | (14,862) | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) | (14,862) | |
Stock Compensation Expense | 267,150 | |
Change in fair value of warrant liabilities | 550,000 | |
Offering expenses related to warrant issuance | 233,453 | |
Change in fair value of over-allotment liability | (23,457) | |
Statement of Stockholders' Equity [Abstract] | ||
Fair value of Founder Shares transferred to Directors | 267,150 | |
Remeasurement of Class A ordinary shares to redemption value | (13,682,597) | |
Excess Sponsor paid over Fair value of Private Placement Warrants | 563,334 | |
Net Income (Loss) | (14,862) | |
Common Class A [Member] | ||
Balance Sheet [Abstract] | ||
Common stock value | 0 | |
Statement of Operations [Abstract] | ||
Net Income (Loss) | $ (4,783) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 2,187,500 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) | $ (4,783) | |
Statement of Stockholders' Equity [Abstract] | ||
Net Income (Loss) | (4,783) | |
Common Class B [Member] | ||
Balance Sheet [Abstract] | ||
Common stock value | 575 | |
Statement of Operations [Abstract] | ||
Net Income (Loss) | $ (10,079) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 4,609,375 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) | $ (10,079) | |
Statement of Stockholders' Equity [Abstract] | ||
Net Income (Loss) | (10,079) | |
As Reported [Member] | ||
Balance Sheet [Abstract] | ||
Accrued Expenses | 1,695,967 | |
Over-allotment liability | 0 | |
Warrant Liabilities | 15,686,667 | |
Total Liabilities | 17,516,175 | |
Additional paid-in capital | 4,895,037 | |
Accumulated deficit | 104,200 | |
Total shareholders' deficit | 5,000,001 | |
Statement of Operations [Abstract] | ||
Stock Compensation Expense | 0 | |
Change in fair value of warrant liabilities | 373,333 | |
Offering expenses related to warrant issuance | (228,331) | |
Change in fair value of over-allotment liability | 0 | |
Net Income (Loss) | 104,200 | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) | 104,200 | |
Stock Compensation Expense | 0 | |
Change in fair value of warrant liabilities | (373,333) | |
Offering expenses related to warrant issuance | 228,331 | |
Change in fair value of over-allotment liability | 0 | |
Accounts Payable and Accrued Expenses | 1,695,967 | |
Statement of Stockholders' Equity [Abstract] | ||
Fair value of Founder Shares transferred to Directors | 0 | |
Remeasurement of Class A ordinary shares to redemption value | 0 | |
Excess Sponsor paid over Fair value of Private Placement Warrants | 173,335 | |
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants | 185,792,956 | |
Net Income (Loss) | 104,200 | |
As Reported [Member] | Common Class A [Member] | ||
Balance Sheet [Abstract] | ||
Shares Subject to Redemption | 181,095,490 | |
Common stock value | $ 189 | |
Statement of Operations [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 18,081,109 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Statement of Stockholders' Equity [Abstract] | ||
Class A ordinary shares subject to possible redemption | $ 181,095,490 | |
As Reported [Member] | Common Class B [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 | |
Adjustment | ||
Balance Sheet [Abstract] | ||
Accrued Expenses | $ 70,000 | |
Over-allotment liability | 34,133 | |
Warrant Liabilities | (1,166,667) | |
Total Liabilities | (1,062,534) | |
Additional paid-in capital | (4,627,887) | |
Accumulated deficit | (13,213,900) | |
Total shareholders' deficit | (17,841,976) | |
Statement of Operations [Abstract] | ||
Stock Compensation Expense | (267,150) | |
Change in fair value of warrant liabilities | 176,667 | |
Offering expenses related to warrant issuance | (5,122) | |
Change in fair value of over-allotment liability | (23,457) | |
Net Income (Loss) | (119,062) | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) | (119,062) | |
Stock Compensation Expense | 267,150 | |
Change in fair value of warrant liabilities | (176,667) | |
Offering expenses related to warrant issuance | 5,122 | |
Change in fair value of over-allotment liability | 23,457 | |
Accounts Payable and Accrued Expenses | 70,000 | |
Statement of Stockholders' Equity [Abstract] | ||
Fair value of Founder Shares transferred to Directors | 267,150 | |
Remeasurement of Class A ordinary shares to redemption value | (13,682,597) | |
Excess Sponsor paid over Fair value of Private Placement Warrants | 389,999 | |
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants | (185,792,956) | |
Net Income (Loss) | (119,062) | |
Adjustment | Common Class A [Member] | ||
Balance Sheet [Abstract] | ||
Shares Subject to Redemption | 18,904,510 | |
Common stock value | $ (189) | |
Statement of Operations [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | (15,893,609) | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Statement of Stockholders' Equity [Abstract] | ||
Class A ordinary shares subject to possible redemption | $ 181,095,490 | |
Adjustment | Common Class B [Member] | ||
Statement of Operations [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | (1,289,872) | |
Earnings Per Share, Basic and Diluted | $ (0.02) | |
As Restated [Member] | ||
Balance Sheet [Abstract] | ||
Accrued Expenses | $ 1,765,967 | |
Over-allotment liability | 34,133 | |
Warrant Liabilities | 14,520,000 | |
Total Liabilities | 16,453,641 | |
Additional paid-in capital | 267,150 | |
Accumulated deficit | (13,109,700) | |
Total shareholders' deficit | (12,841,975) | |
Statement of Operations [Abstract] | ||
Stock Compensation Expense | (267,150) | |
Change in fair value of warrant liabilities | 550,000 | |
Offering expenses related to warrant issuance | (233,453) | |
Change in fair value of over-allotment liability | (23,457) | |
Net Income (Loss) | (14,862) | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) | (14,862) | |
Stock Compensation Expense | 267,150 | |
Change in fair value of warrant liabilities | (550,000) | |
Offering expenses related to warrant issuance | 233,453 | |
Change in fair value of over-allotment liability | 23,457 | |
Accounts Payable and Accrued Expenses | 1,765,967 | |
Statement of Stockholders' Equity [Abstract] | ||
Fair value of Founder Shares transferred to Directors | 267,150 | |
Remeasurement of Class A ordinary shares to redemption value | (13,682,597) | |
Excess Sponsor paid over Fair value of Private Placement Warrants | 563,334 | |
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants | 0 | |
Net Income (Loss) | (14,862) | |
As Restated [Member] | Common Class A [Member] | ||
Balance Sheet [Abstract] | ||
Shares Subject to Redemption | 200,000,000 | |
Common stock value | $ 0 | |
Statement of Operations [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 2,187,500 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
As Restated [Member] | Common Class B [Member] | ||
Statement of Operations [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 4,609,375 | |
Earnings Per Share, Basic and Diluted | $ 0 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Mar. 31, 2021USD ($)$ / shares |
Accounting Changes and Error Corrections [Abstract] | |
Temporary equity redemption price per share | $ / shares | $ 10 |
Minimum net net tangible assets | $ | $ 5,000,001 |
Significant Accounting Polici_3
Significant Accounting Policies - Summary of basic and diluted net income (loss) per common share (Detail) | 2 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Basic and diluted net income per share: | |
Allocation of net income | $ (14,862) |
Common Class A [Member] | |
Numerator: Basic and diluted net income per share: | |
Allocation of net income | $ (4,783) |
Denominator: | |
Weighted-average shares outstanding | shares | 2,187,500 |
Basic and diluted net income per share | $ / shares | $ 0 |
Common Class B [Member] | |
Numerator: Basic and diluted net income per share: | |
Allocation of net income | $ (10,079) |
Denominator: | |
Weighted-average shares outstanding | shares | 4,609,375 |
Basic and diluted net income per share | $ / shares | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 25, 2021 | Mar. 31, 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 | $ 233,453 | ||
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 | $ 4,772,041 | ||
Payments for underwriting expense | 4,000,000 | ||
Other offering costs | 772,041 | ||
Offering expenses related to warrant issuance | $ 228,331 | ||
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants (in shares) | 3,000,000 | ||
Overallotment Option Vesting Period | 45 days | ||
Class A Ordinary Shares [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Proceeds from issuance of IPO | $ 200,000,000 | $ 200,000,000 | |
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 | 20,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Mar. 25, 2021 | Mar. 31, 2021 |
Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Exercise price of warrant | $ 11.5 | |
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 share of Class A Ordinary shares, par value $0.0001 per share one-third of one redeemable warrant (each, a “Public Warrant” | |
Common Class A [Member] | Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.5 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 3,000,000 | |
IPO [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 20,000,000 | 20,000,000 |
Shares Issued Price Per Share | $ 10 |
Initial Public Offering - Summa
Initial Public Offering - Summary of Reconciliation Class A Ordinary Shares Reflected on Balance Sheet (Detail) | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Gross proceeds from IPO | $ 25,000 |
Class A ordinary share issuance costs | 772,041 |
Accretion of carrying value to redemption value | 13,682,597 |
Class A ordinary shares subject to possible redemption | 200,000,000 |
Class A Ordinary Shares [Member] | Ordinary Shares [Member] | |
Gross proceeds from IPO | 200,000,000 |
Proceeds allocated to Public Warrants | (9,133,333) |
Proceeds allocated to Derivative Liability | (10,676) |
Class A ordinary share issuance costs | (4,538,588) |
Accretion of carrying value to redemption value | 13,682,597 |
Class A ordinary shares subject to possible redemption | $ 200,000,000 |
Related Party-Private Placeme_2
Related Party-Private Placement Warrants - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Feb. 01, 2021 | Mar. 31, 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 | $ 1.5 | ||
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 | Mar. 22, 2021 | Mar. 12, 2021 | Feb. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | ||||||||
Value of stock issued to sponser | $ 25,000 | |||||||
Promissory note – related party | $ 133,541 | $ 133,541 | ||||||
Share based compensation vesting period | 1 year | |||||||
Share based compensation vesting percentage | 25.00% | |||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | ||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | ||||||
Stock Issued During Period Shares | 195,000 | |||||||
Vesting At IPO Date [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share based compensation vesting percentage | 25.00% | |||||||
Vesting At Business Combination Date [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share based compensation vesting percentage | 50.00% | |||||||
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 Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the IPO. | |||||||
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 | $ 1.5 | $ 1.5 | ||||||
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 | |||||||
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 | |||||||
Sponsor [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period Shares | 195,000 | 195,000 | ||||||
Shares issued price per share | $ 0.0035 | |||||||
Shares subject to surrender | 5,750,000 | |||||||
Sponsor [Member] | Subsequent Event [Member] | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of sponser shares subject to forfeiture | 750,000 | |||||||
Gareth Penny [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period Shares | 100,000 | |||||||
James Crawley [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period Shares | 35,000 | |||||||
Thando Mhlambiso [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period Shares | 30,000 | |||||||
Ziyanda Ntshona [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period Shares | 30,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Mar. 31, 2021 |
Other Commitments [Line Items] | ||||
Payment of underwriter discount | $ 772,041 | |||
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 | $ 0.2 | |||
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 | $ 7,000,000 | $ 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) | Mar. 31, 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 | 0 |
Common Stock, Shares, Outstanding | 0 |
Temporary equity, shares outstanding | 20,000,000 |
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 | 5,750,000 |
Common Stock, Shares, Outstanding | 5,750,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 2 Months Ended |
Mar. 31, 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 | 9.2 |
Share Redemption Trigger Price | $ 9.2 |
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 | $ 11.5 |
Public Warrants [Member] | Class A Ordinary Shares [Member] | |
Warrant Liability Disclosure [Line Items] | |
Exercise price of warrant | $ 11.5 |
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 | $ 11.5 |
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 | $ 0.1 |
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 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of restricted share award and restricted unit activity (Details) - Restricted Share Award And Restricted Stock Units [Member] | 1 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Granted on March 12, 2021 | 195,000 |
Forfited | 0 |
Vested | $ / shares | $ (48,750) |
Unvested Ourstanding at March 31, 2021 | 146,250 |
Share-Based Compensation - Sum
Share-Based Compensation - Summary of vesting schedule (Details) - Restricted Share Award And Restricted Stock Units [Member] | Mar. 31, 2021USD ($) |
Total vesting amount | $ 1,068,600 |
Amount Vested On Twenty Fifth March Two Thousand And Twenty One Member [Member] | Share-based Payment Arrangement, Tranche One [Member] | |
Amount vested on March 25, 2021, the Company's IPO date (represents 25% of shares vested or 48,750 shares) | 267,150 |
Amount To Be Vested On Twenty Fifth Of March Two Thousand And Twenty Two One Year From The Companies Date Of Initial Public Offer Member [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |
Amount vesting | 267,150 |
Amount To Be Vested On The Companies Successful Consummation Of Business Combination [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |
Amount vesting | $ 534,000 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of vesting schedule (Parenthetical) (Detail) - shares | Mar. 31, 2021 | Mar. 12, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation by share based award vesting percentage | 25.00% | |
Restricted Share Award And Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 146,250 | |
Restricted Share Award And Restricted Stock Units [Member] | Founder Shares Portion Of Which Has Been Transferred [Member] | Amount Vested On Twenty Fifth March Two Thousand And Twenty One Member [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation by share based award equity instruments other than options vested in period | 48,750 | |
Share based compensation by share based award vesting percentage | 25.00% | |
Restricted Share Award And Restricted Stock Units [Member] | Founder Shares Portion Of Which Has Been Transferred [Member] | Amount To Be Vested On Twenty Fifth Of March Two Thousand And Twenty Two One Year From The Companies Date Of Initial Public Offer Member [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation by share based award vesting percentage | 25.00% | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 48,750 | |
Restricted Share Award And Restricted Stock Units [Member] | Founder Shares Portion Of Which Has Been Transferred [Member] | Amount To Be Vested On The Companies Successful Consummation Of Business Combination [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation by share based award vesting percentage | 50.00% | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 97,500 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | Mar. 12, 2021 | Mar. 31, 2021 | Mar. 31, 2021 |
Share based compensation vesting percentage | 25.00% | ||
Share based compensation vesting period | 1 year | ||
Founder Shares [Member] | |||
Share based compensation vesting percentage | 25.00% | ||
Share based compensation arrangement weighted average grant date fair value | $ 5.48 | ||
Share based compensation vested in period total fair value | $ 1,068,600 | ||
Share based compensation expense | 267,150 | ||
Unrecognized stock based compensation expenses | $ 801,450 | $ 801,450 | |
Vesting At IPO Date [Member] | |||
Share based compensation vesting percentage | 25.00% | ||
Vesting At Business Combination Date [Member] | |||
Share based compensation vesting percentage | 50.00% | ||
Common Class B [Member] | |||
Stock issued during period shares | 195,000 | ||
Common Class B [Member] | Sponsor [Member] | |||
Stock issued during period shares | 195,000 | 195,000 | |
Shares issued price per share | $ 0.0035 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 |
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] | Mar. 31, 2021USD ($) |
Liabilities: | |
Warrant liabilities | $ 14,554,133 |
Over-allotment liability | 34,133 |
Level 1 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Over-allotment liability | 0 |
Level 2 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Over-allotment liability | 0 |
Level 3 [Member] | |
Liabilities: | |
Warrant liabilities | 14,554,133 |
Over-allotment liability | 34,133 |
Public Warrants [Member] | |
Liabilities: | |
Warrant liabilities | 8,800,000 |
Public Warrants [Member] | Level 1 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Public Warrants [Member] | Level 2 [Member] | |
Liabilities: | |
Warrant liabilities | 0 |
Public Warrants [Member] | Level 3 [Member] | |
Liabilities: | |
Warrant liabilities | 8,800,000 |
Private Placement Warrants [Member] | |
Liabilities: | |
Warrant liabilities | 5,720,000 |
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 | $ 5,720 |
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] | Mar. 31, 2021yr | Mar. 25, 2021yr |
Unit price | Over Allotment Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.85 | 9.75 |
Exercise price | Over Allotment Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 |
Stock price [Member] | Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.37 | 9.51 |
Strike price [Member] | Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 |
Term (in years) [Member] | Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Term (in years) [Member] | Over Allotment Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.11 | 0.12 |
Volatility [Member] | Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.40 | 0.30 |
Volatility [Member] | Over Allotment Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0448 | 0.0448 |
Risk-free rate [Member] | Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0138 | 0.0126 |
Risk-free rate [Member] | Over Allotment Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0001 | 0.00025 |
Dividend yield [Member] | Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Dividend yield [Member] | Over Allotment Liability [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 |
Warrant Liability [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 0 | |
Initial measurement | $ 15,070,000 | |
Change in fair value | (550,000) | |
Ending Balance | 14,520,000 | |
Over Allotment Liability [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 0 | |
Initial measurement | $ 10,676 | |
Change in fair value | 23,456 | |
Ending Balance | $ 34,132 |