Cover Page
Cover Page - shares | 8 Months Ended | |
Sep. 30, 2021 | Jan. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | 10X CAPITAL VENTURE ACQUISITION CORP. II | |
Entity Central Index Key | 0001848898 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | NY | |
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 File Number | 001-40722 | |
Entity Tax Identification Number | 98-1594494 | |
Entity Address, Address Line One | 1 World Trade Center | |
Entity Address, Address Line Two | 85th Floor | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 212 | |
Local Phone Number | 257-0069 | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to 10X Capital Venture Acquisition Corp.. II, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of 10X Capital Venture Acquisition Corp. II as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021.On November 15, 2021, 10X Capital Venture Acquisition Corp. II (the “Company”) filed its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which included a Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s IPO (“IPO”) on August 13, 2021. As described in Note 2, the Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration the requirement in its amended and restated certificate of incorporation 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 September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares and determined that the Class A ordinary shares issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that all Class A ordinary shares are subject to possible redemption, resulting in the Class A ordinary shares being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in revision to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The quantitative factors support a conclusion that the misstatements are material on a quantitative basis. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares is material quantitatively and it should restate its previously issued financial statements. The misstatement, however, does not have an impact on the quarterly balances but rather on the filed 8K for the IPO balance sheet. Given the fact, the 10-Q is being amended to remove the Note 2 discussion on revision and to update Item 4 for the material weakness. The previously filed 8K on September 29, 2021 will be amended on a separate filing to restate the reported balance sheet. The above changes will not impact the Company’s cash position or cash held in the trust account established in connection with the IPO (“Trust Account”). | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,655,000 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | VCXA | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,666,667 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | VCXAU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | VCXAW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) | |
Assets: | ||
Cash | $ 1,663,667 | |
Prepaid expenses | 232,767 | |
Total current assets | 1,896,434 | |
Investments held in Trust Account | 200,001,259 | |
Total Assets | 201,897,693 | |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | ||
Accrued offering costs | 215,132 | |
Total current liabilities | 215,132 | |
Deferred underwriting commissions | 7,000,000 | |
Total liabilities | 7,215,132 | |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share | 200,000,000 | |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 0 | |
Accumulated deficit | (5,318,272) | |
Total shareholders' deficit | (5,317,439) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 201,897,693 | |
Common Class A [Member] | ||
Shareholders' Deficit | ||
Common stock value | 66 | |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common stock value | $ 767 | [1] |
[1] | Includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A [Member] | |
Temporary equity shares outstanding | 20,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 500,000,000 |
Common stock shares issued | 655,000 |
Common stock shares outstanding | 655,000 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 10 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 50,000,000 |
Common stock shares issued | 7,666,667 |
Common stock shares outstanding | 7,666,667 |
Common stock shares subject to forfeiture | 1,000,000 |
Condensed Statements Of Oper
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 8 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
Formation and operating costs | $ 306,845 | $ 318,576 | |
Loss from operations | (306,845) | (318,576) | |
Other income | |||
Interest earned on investments held in Trust Account | 1,259 | 1,259 | |
Total other income | 1,259 | 1,259 | |
Net loss | (305,586) | (317,317) | |
Common Class A [Member] | |||
Other income | |||
Net loss | $ (186,459) | $ (121,526) | |
Basic and diluted weighted average shares outstanding | 10,434,783 | 4,137,931 | |
Basic and diluted net loss per share | $ (0.02) | $ (0.03) | |
Common Class B [Member] | |||
Other income | |||
Net loss | $ (119,127) | $ (195,791) | |
Basic and diluted weighted average shares outstanding | [1] | 6,666,667 | 6,666,667 |
Basic and diluted net loss per share | $ (0.02) | $ (0.03) | |
[1] | Excludes an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). |
Condensed Statements Of Op_2
Condensed Statements Of Operations (Parenthetical) - shares | Sep. 30, 2021 | Feb. 01, 2021 |
Common Class B [Member] | ||
Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholder's Equity (Deficit) - USD ($) | Total | Private Placement [Member] | Common Class A [Member] | Common Class A [Member]Private Placement [Member] | Common Class B [Member] | Ordinary shares [Member]Common Class A [Member] | Ordinary shares [Member]Common Class A [Member]Private Placement [Member] | Ordinary shares [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Private Placement [Member] | Accumulated Deficit | ||
Beginning balance at Feb. 09, 2021 | $ 0 | ||||||||||||
Class B ordinary shares issued to Sponsor | 25,000 | $ 767 | $ 24,233 | ||||||||||
Class B ordinary shares issued to Sponsor, shares | [1] | 7,666,667 | |||||||||||
Net loss | (11,697) | $ (11,697) | |||||||||||
Balance at the end at Mar. 31, 2021 | 13,303 | $ 767 | 24,233 | (11,697) | |||||||||
Balance at the end, shares at Mar. 31, 2021 | [1] | 7,666,667 | |||||||||||
Beginning balance at Feb. 09, 2021 | 0 | ||||||||||||
Net loss | (317,317) | $ (121,526) | $ (195,791) | ||||||||||
Balance at the end at Sep. 30, 2021 | (5,317,439) | $ 66 | $ 767 | 0 | (5,318,272) | ||||||||
Balance at the end, shares at Sep. 30, 2021 | 655,000 | 7,666,667 | [1] | ||||||||||
Beginning balance at Mar. 31, 2021 | 13,303 | $ 767 | 24,233 | (11,697) | |||||||||
Net loss | (34) | (34) | |||||||||||
Balance at the end at Jun. 30, 2021 | 13,269 | $ 767 | 24,233 | (11,731) | |||||||||
Balance at the end, shares at Jun. 30, 2021 | [1] | 7,666,667 | |||||||||||
Sale of units | $ 6,550,000 | $ 6,549,934 | |||||||||||
Sale of units, shares | 655,000 | 655,000 | |||||||||||
Accretion of Class A ordinary shares to redemption value | (11,575,122) | (6,574,167) | (5,000,955) | ||||||||||
Net loss | (305,586) | $ (186,459) | $ (119,127) | 0 | (305,586) | ||||||||
Balance at the end at Sep. 30, 2021 | $ (5,317,439) | $ 66 | $ 767 | $ 0 | $ (5,318,272) | ||||||||
Balance at the end, shares at Sep. 30, 2021 | 655,000 | 7,666,667 | [1] | ||||||||||
[1] | Includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). |
Condensed Statements Of Chang_2
Condensed Statements Of Changes In Shareholder's Equity (Deficit) (Parenthetical) - shares | 3 Months Ended | |
Sep. 30, 2021 | Feb. 01, 2021 | |
Common Class B [Member] | ||
Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 |
Common Class A [Member] | Private Placement [Member] | ||
Stock shares issued during the period new issues shares | 655,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (317,317) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 11,697 |
Operating costs paid by Sponsor loan | 34 |
Interest earned on investments held in Trust Account | (1,259) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (232,767) |
Accrued expenses | 215,132 |
Net cash used in operating activities | (324,480) |
Cash flows from investing activities: | |
Principal deposited in 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 costs | 196,000,000 |
Proceeds from private placement | 6,550,000 |
Repayment of promissory note | (87,369) |
Payment of deferred offering costs | (474,484) |
Net cash provided by financing activities | 201,988,147 |
Net change in cash | 1,663,667 |
Cash, beginning of the period | 0 |
Cash, end of the period | 1,663,667 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 13,303 |
Deferred offering costs paid by Sponsor under the promissory note | 79,773 |
Deferred underwriter fee | $ 7,000,000 |
Organization and Business Opera
Organization and Business Operations | 8 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Organization and General 10X Capital Venture Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the initial Business Combination with the Company. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s Sponsor is 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on August 10, 2021 (the “Effective Date”). On August 13, 2021, the Company commenced the IPO of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 Simultaneously with the consummation of the IPO, the Company consummated the private placement of 655,000 units (the “Private Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $10.00 per unit in a private placement. Transaction costs amounted to $11,575,123 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions, and $575,123 of other offering costs. Trust Account Following the closing of the IPO on August 13, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the rights or pre-initial 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 net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Initial Business Combination The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares at a per-share price, payable The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders, Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate the initial Business Combination as a result of an amendment to the Company’s amended and restated memorandum and articles of association (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s 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 other 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 public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of September 30, 2021, the Company had $1,663,667 outside of the trust account and working capital of $1,681,302. On August 13, 2021, the Company consummated its Initial Public Offering 20,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 655,000 Private Units to the Sponsor and Cantor at a price of $10.00 per Private Unit generating gross proceeds of $6,550,000. Following the Initial Public Offering, and the sale of the Private Units, a total of $200,000,000 was placed in the Trust Account, and the Company had $2,385,893 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete the Business Combination. The Company may withdraw interest from the Trust Account to pay taxes, if any. To the extent the share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. The Company intends to use the funds h e in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because it became obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case it may issue additional securities or incur debt in connection with such Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from February 10, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on August 12, 2021. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US 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 unaudited condensed 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. The Company had no cash equivalents as of September 30, 2021 held outside the trust. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and As of September 30, 2021, $11,575,123 of offering costs have been charged to shareholders’ equity (deficit). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 , Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ (deficit) section of the Company’s balance sheet, respectively. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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, primarily due to its short-term nature. Net Loss Per 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. Private and Public warrants to purchase 6,885,000 shares of Class A Ordinary Shares at $11.50 per share were issued on August 13, 2021. At September 30, 2021, no warrants have been exercised. The 6,885,000 potential Class A Ordinary Shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended For the period from February 10, September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (186,459 ) $ (119,127 ) $ (121,526 ) $ (195,791 ) Denominator: Weighted Average Shares Outstanding 10,434,783 6,666,667 4,137,931 6,666,667 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.03 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40)” 2020-06”), 2020-06 Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On August 13, 2021, the Company consummated its IPO of 20,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. Of the 20,000,000 Units sold, 19,780,000 Units were purchased by qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one Class A ordinary share, and one-third 7 Following the closing of the IPO on August 13, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed in a Trust Account and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 All of the 20,000,000 Class A ordinary share 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, 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 certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of September 30, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 200,000,000 Less: Ordinary share issuance costs (11,575,122 ) Plus: Accretion of carrying value to redemption value 11,575,122 Contingently redeemable ordinary share $ 200,000,000 |
Private Placement
Private Placement | 8 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor and Cantor Fitzgerald & Co. (“Cantor”) purchased an aggregate of 655,000 Private Units, at a price of $10.00 per unit, for an aggregate purchase price of $6,550,000, in a private placement. If the Company does not complete the initial Business Combination within the Combination Period, the Private Units will expire worthless. The Private Units, private placement shares and private placement warrants are subject to the transfer restrictions. The Private Units have terms and provisions that are identical to those of the Units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares In February 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share, 1,000,000 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. Additionally, upon consummation of the Business Combination, the Sponsor has agreed to transfer an aggregate of 1,334,339 Founder Shares to the Anchor Investor for the same price originally paid for such shares. The Founder Shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one 7 The Company’s initial shareholders and the anchor investors have agreed not to transfer, assign or sell any of their founder shares until consummation of the Company’s initial business combination. Promissory Note-Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest Subsequent to the repayment, the promissory note is no longer available to the Company. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. At September 30, 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement Commencing on the Effective Date, the Company will pay an affiliate of the Sponsor $20,000 per month for office space, secretarial, and administrative services. Upon the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will cease paying these monthly fees. For the three months September 30, 2021 and for the period from February 10, 2021 (Inception) through |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration Rights The holders of the founder shares, Private Units, private placement shares and private placement warrants and the Class A ordinary shares underlying such private placement warrants and Private Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day Units to cover over- allotments, if any at the IPO price less the underwriting discounts and commissions. The option expired on October 18, 2021. On August 13, 2021, the Company paid a fixed underwriting discount in aggregate of $4,000,000. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 8 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity (Deficit) | Note 7 - Shareholders’ Equity (Deficit) Preference Shares Class A Ordinary Shares Class B Ordinary Shares The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders and not including the Class A ordinary shares underlying the Private Units), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Warrants The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at five p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): • 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 • (the “30-day redemption • period”); and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. 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 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” of the Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, are identical to the warrants underlying the Units being offered in the IPO. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 - Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices Significant Other Significant Description Funds that invest in U.S. Treasury Securities $ 200,001,259 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels in the three months ended September 30, 2021, and for the period from February 10, 2021 (inception) through September 30, 2021. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in these unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from February 10, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on August 12, 2021. |
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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US 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 unaudited condensed 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. The Company had no cash equivalents as of September 30, 2021 held outside the trust. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and As of September 30, 2021, $11,575,123 of offering costs have been charged to shareholders’ equity (deficit). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 , Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ (deficit) section of the Company’s balance sheet, respectively. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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, primarily due to its short-term nature. |
Net Loss Per Share | Net Loss Per 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. Private and Public warrants to purchase 6,885,000 shares of Class A Ordinary Shares at $11.50 per share were issued on August 13, 2021. At September 30, 2021, no warrants have been exercised. The 6,885,000 potential Class A Ordinary Shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended For the period from February 10, September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (186,459 ) $ (119,127 ) $ (121,526 ) $ (195,791 ) Denominator: Weighted Average Shares Outstanding 10,434,783 6,666,667 4,137,931 6,666,667 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.03 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40)” 2020-06”), 2020-06 Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Common Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended For the period from February 10, September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (186,459 ) $ (119,127 ) $ (121,526 ) $ (195,791 ) Denominator: Weighted Average Shares Outstanding 10,434,783 6,666,667 4,137,931 6,666,667 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.03 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of class A Contingently redeemable Common Stock | As of September 30, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 200,000,000 Less: Ordinary share issuance costs (11,575,122 ) Plus: Accretion of carrying value to redemption value 11,575,122 Contingently redeemable ordinary share $ 200,000,000 |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 8 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices Significant Other Significant Description Funds that invest in U.S. Treasury Securities $ 200,001,259 $ — $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Aug. 31, 2021 | Aug. 17, 2021 | Aug. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Entity Incorporation, Date of Incorporation | Feb. 10, 2021 | |||||
Total Transaction Costs Incurred | $ 11,575,123 | $ 11,575,123 | ||||
Underwriting Commission | 4,000,000 | 4,000,000 | ||||
Deferred Compensation Liability, Classified, Noncurrent | 7,000,000 | 7,000,000 | $ 7,000,000 | $ 7,000,000 | ||
Other Offering Costs | $ 575,123 | 575,123 | ||||
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | $ 196,000,000 | ||||
Repayment Of Money To The Related Party Due On Account Of Excess Funding Received | $ 12,515 | |||||
Term Of Restricted Investments | 185 days | 185 days | ||||
Period Within Which Redemption Of Public Shares Happened In Case Business Combination Not Completed From The Closing Of IPO | 15 months | |||||
Initially Anticipated Per Share Amount In The Trust Account | $ 10 | $ 10 | $ 10 | |||
Banking Regulation, Mortgage Banking, Net Worth, Minimum | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities | 100,000 | 100,000 | 100,000 | |||
Cash | 1,663,667 | 1,663,667 | 1,663,667 | |||
Payment to acquire restricted investments | $ 200,000,000 | 200,000,000 | ||||
Cash held outside of trust account available for working capital purposes, net of cost | 2,385,893 | |||||
Proceeds from private placement | $ 6,550,000 | 6,550,000 | ||||
Net working capital | $ 1,681,302 | $ 1,681,302 | $ 1,681,302 | |||
Maximum [Member] | ||||||
Per Share Amount To Be Maintained In The Trust Account | $ 10 | $ 10 | $ 10 | |||
Minimum [Member] | ||||||
PercentageOfTheFairValueOfAssetsInTrustAccountOfTargetCompanyNetOfDeferredUnderwritingCommissionsAndTaxes | 80.00% | |||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | 50.00% | |||
Per Share Amount To Be Maintained In The Trust Account | $ 10 | $ 10 | $ 10 | |||
Common Class A [Member] | ||||||
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | |||||
Percentage Of The Public Shareholding To Be Redeemed In Case The Business Combination Is Not Consummated | 100.00% | 100.00% | 100.00% | |||
IPO [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 20,000,000 | |||||
Shares Issued, Price Per Share | $ 10 | |||||
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 20,000,000 | |||||
Private Placement [Member] | ||||||
Shares Issued, Price Per Share | $ 10 | |||||
Stock Issued During Period, Shares, Issued for Services | 655,000 | |||||
Private Placement [Member] | Common Class A [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 655,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | ||
Numerator: | |||||
Allocation of net loss | $ (11,697) | $ (305,586) | $ (34) | $ (317,317) | |
Common Class A [Member] | |||||
Numerator: | |||||
Allocation of net loss | $ (186,459) | $ (121,526) | |||
Denominator: | |||||
Weighted Average Shares Outstanding | 10,434,783 | 4,137,931 | |||
Basic and diluted net loss per share | $ (0.02) | $ (0.03) | |||
Common Class B [Member] | |||||
Numerator: | |||||
Allocation of net loss | $ (119,127) | $ (195,791) | |||
Denominator: | |||||
Weighted Average Shares Outstanding | [1] | 6,666,667 | 6,666,667 | ||
Basic and diluted net loss per share | $ (0.02) | $ (0.03) | |||
[1] | Excludes an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Aug. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | 0 | 0 | |
Accrued interest and penalties on unrecognized tax benefits | 0 | 0 | 0 | 0 | |
Income tax expense benefit | 0 | ||||
Class of warrants or rights number of shares covered by each warrants or right | 1 | ||||
Class of warrants or rights exercise price | $ 11.50 | ||||
Offering costs charged to shareholders' equity | 11,575,123 | ||||
Cash insured with federal depository insurance corporation | 250,000 | 250,000 | 250,000 | 250,000 | |
Underwriting commission | 4,000,000 | $ 4,000,000 | |||
Deferred compensation liability, classified, noncurrent | 7,000,000 | 7,000,000 | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 |
Other offering costs | 575,123 | 575,123 | |||
Total transaction costs incurred | $ 11,575,123 | $ 11,575,123 | |||
Term of restricted investments | 185 days | 185 days | |||
Common Class A [Member] | |||||
Class of warrants or rights number of shares covered by each warrants or right | 6,885,000 | ||||
Class of warrants or rights exercise price | $ 11.50 | ||||
Number of common stock issued on exercise of warrants | 0 | 0 | 0 | 0 | |
Temporary equity shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |
Warrant [Member] | |||||
Antidilutive securities excluded from computation of earnings per share amount | 6,885,000 | 6,885,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional information (Detail) - USD ($) | Aug. 31, 2021 | Aug. 17, 2021 | Aug. 13, 2021 | Sep. 30, 2021 |
Disclosure Of Initial Public Offering [Line Items] | ||||
Class of warrants or rights number of shares covered by each warrants or right | 1 | |||
Class of warrants or rights exercise price | $ 11.50 | |||
Class of warrants period after which they can be exercised from the consummation of business combination | 30 days | |||
Class of warrants or rights term | 5 years | |||
Payment to acquire restricted investments | $ 200,000,000 | $ 200,000,000 | ||
Repayment of money to the related party due on account of excess funding received | $ 12,515 | |||
Term of restricted investments | 185 days | 185 days | ||
Common Class A [Member] | ||||
Disclosure Of Initial Public Offering [Line Items] | ||||
Class of warrants or rights number of shares covered by each warrants or right | 6,885,000 | |||
Class of warrants or rights exercise price | $ 11.50 | |||
IPO [Member] | ||||
Disclosure Of Initial Public Offering [Line Items] | ||||
Stock shares issued during the period new issues shares | 20,000,000 | |||
Shares issued price per share | $ 10 | |||
IPO [Member] | Qualified Institutional Buyers [Member] | ||||
Disclosure Of Initial Public Offering [Line Items] | ||||
Stock shares issued during the period new issues shares | 19,780,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Disclosure Of Initial Public Offering [Line Items] | ||||
Stock shares issued during the period new issues shares | 20,000,000 |
Initial Public Offering - Summa
Initial Public Offering - Summary of class A Contingently redeemable Common Stock (Detail) - USD ($) | Aug. 13, 2021 | Sep. 30, 2021 |
Temporary Equity [Line Items] | ||
Gross proceeds from IPO | $ 200,000,000 | $ 196,000,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds from IPO | 200,000,000 | |
Less: | ||
Ordinary share issuance costs | (11,575,122) | |
Plus: | ||
Accretion of carrying value to redemption value | 11,575,122 | |
Contingently redeemable ordinary share | $ 200,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Aug. 13, 2021 | Sep. 30, 2021 |
Disclosure Of Private Placement [Line Items] | ||
Proceeds from private placement | $ 6,550,000 | $ 6,550,000 |
Private Placement [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Stock issued during period shares issued for services | 655,000 | |
Shares issued price per share | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Aug. 17, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Feb. 01, 2021 |
Related Party Transaction [Line Items] | |||||
Stock issued during the period value issued for services | $ 25,000 | ||||
Unsecured Promissory Note [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument face value | $ 300,000 | ||||
Repayments of Related Party Debt | $ 81,457 | ||||
Promissory note - related party | 0 | ||||
Working Capital Loan [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loans convertible into equity warrants | $ 1,500,000 | ||||
Debt instrument conversion price per share | $ 10 | ||||
Working capital loans outstanding | $ 0 | ||||
Administration And Support Services [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expenses payable per month for office space secretarial and administrative services | 20,000 | ||||
Related party expense | $ 26,667 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued price per share | $ 0.003 | ||||
Stock issued during period shares issued for services | 7,666,667 | ||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 | |||
Number of shares to be transferred amongst the related parties interse upon consummation of business combination | 1,334,339 | ||||
Common Class B [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during the period value issued for services | $ 25,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Underwriting Agreement [Member] - USD ($) | Aug. 13, 2021 | Sep. 30, 2021 |
Other Commitments [Line Items] | ||
Payment of underwriting discount | $ 4,000,000 | |
Percentage of deferred underwriting discount payable | 3.50% | |
Deferred underwriting commission payable | $ 7,000,000 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Number of days within which the option shall be exercised | 45 days | |
Common stock shares subscribed but not issued | 3,000,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) | 3 Months Ended | ||
Sep. 30, 2021$ / sharesshares | Aug. 13, 2021$ / shares | Feb. 01, 2021$ / sharesshares | |
Class of Stock [Line Items] | |||
Preferred stock par or stated value per share | $ / shares | $ 0.0001 | ||
Preferred stock shares authorized | 1,000,000 | ||
Preferred stock shares issued | 0 | ||
Preferred stock shares outstanding | 0 | ||
Class of warrants or rights exercise price | $ / shares | $ 11.50 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights exercise price | $ / shares | $ 11.50 | ||
Class of warrants or rights redemption price per warrant | $ / shares | $ 0.01 | ||
Minimum notice period to the holders of warrants before redemption | 30 days | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determning the share price | 30 days | ||
Number of consecutive trading days for determning the fair market value of shares | 10 days | ||
Public Warrants [Member] | Event Triggering The Exercise Price Of Warrants [Member] | |||
Class of Stock [Line Items] | |||
Shares issued price per share | $ / shares | $ 9.20 | ||
Volume weighted average price per share | $ / shares | $ 9.20 | ||
Percentage of cash flows for consummating business combination | 60.00% | ||
Number of consecutive trading days for determining the volume weighted average share price | 20 days | ||
Exercise price of warrants percentage | 115.00% | ||
Public Warrants [Member] | Event Triggering The Exercise Price Of Warrants [Member] | Redemption Trigger Price [Member] | |||
Class of Stock [Line Items] | |||
Share price | $ / shares | $ 18 | ||
Share price percentage | 180.00% | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Common stock shares authorized | 500,000,000 | ||
Common stock shares issued | 655,000 | ||
Common stock shares outstanding | 655,000 | ||
Temporary equity shares outstanding | 20,000,000 | ||
Common stock shares voting rights | one | ||
Class of warrants or rights exercise price | $ / shares | $ 11.50 | ||
Common Class A [Member] | Founder [Member] | |||
Class of Stock [Line Items] | |||
Common stock conversion from one class to another conversion ratio | 1 | ||
Common Class A [Member] | Founder [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Percentage of common stock shares outstanding | 25.00% | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Common stock shares authorized | 50,000,000 | ||
Common stock shares issued | 7,666,667 | ||
Common stock shares outstanding | 7,666,667 | ||
Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 | |
Common stock shares voting rights | one | ||
Shares issued price per share | $ / shares | $ 0.003 | ||
Common Class A Including Stock Subject To Redemption [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 20,655,000 | ||
Common stock shares outstanding | 20,655,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] | Sep. 30, 2021USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Funds that invest in U.S. Treasury Securities | $ 200,001,259 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Funds that invest in U.S. Treasury Securities | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Funds that invest in U.S. Treasury Securities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Fair value assets transfer from level one to level two | $ 0 | $ 0 |
Fair value assets transfer from level two to level one | 0 | 0 |
Fair value liabilities transfer from level one to level two | 0 | 0 |
Fair value liabilities transfer from level two to level one | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Fair value assets transfer out of level three | 0 | 0 |
Fair value assets transfer into level three | 0 | 0 |
Fair value liabilities transfer out of level three | 0 | 0 |
Fair value liabilities transfer into level three | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Fair value assets transfer out of level three | 0 | 0 |
Fair value assets transfer into level three | 0 | 0 |
Fair value liabilities transfer out of level three | 0 | 0 |
Fair value liabilities transfer into level three | $ 0 | $ 0 |