Document and Entity Information
Document and Entity Information - shares | 1 Months Ended | |
Mar. 31, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40548 | |
Entity Registrant Name | Gobi Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1594224 | |
Entity Address, Address Line One | 33/F, Three Pacific Place | |
Entity Address, Address Line Two | 1 Queen’s Road East | |
Entity Address, Country | HK | |
Entity Address, City or Town | City, MN, | |
Entity Address, Postal Zip Code | 55000 | |
City Area Code | 852 | |
Local Phone Number | 2918-0088 | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | GOBI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001854593 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | true | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,853,388 | |
Class B Ordinary Share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,310,634 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Mar. 31, 2021USD ($) | |
Current assets: | ||
Deferred offering costs | $ 115,323 | |
Total current assets | 115,323 | |
Liabilities and Shareholders' Equity | ||
Accrued offering costs and expenses | 71,698 | |
Promissory note - related party | 25,750 | |
Total Liabilities | 97,448 | |
Commitments and Contingencies (Note 6) | ||
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 3,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,281 | |
Accumulated deficit | (7,125) | |
Total Stockholder's Equity | 17,875 | |
Total Liabilities and Shareholders' Equity | 115,323 | |
Class B Ordinary Share | ||
Shareholders' Equity: | ||
Common stock | 719 | [1] |
Total Stockholder's Equity | $ 719 | |
[1] | This number includes up to 937,500 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 5). |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred stock, shares authorized | 3,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common shares, shares issued | 8,625,000 | |
Common shares, shares outstanding | 8,625,000 | |
Over-allotment option | ||
Shares subject to forfeiture | 937,500 | |
Class A Ordinary Shares | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 300,000,000 | |
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 300,000,000 | |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | |
Class B Ordinary Share | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 30,000,000 | |
Common shares, shares issued | 7,187,500 | |
Common shares, shares outstanding | 7,187,500 | |
Class B Ordinary Share | Over-allotment option | ||
Shares subject to forfeiture | 937,500 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 1 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | ||
Formation cost | $ 7,125 | |
Net loss | $ (7,125) | |
Basic net loss per common share (in dollar per share) | $ / shares | $ 0 | |
Basic weighted average shares outstanding of Class B ordinary shares Outstanding (in shares) | shares | 6,250,000 | [1] |
[1] | This number excludes an aggregate of up to 937,500 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 5). |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS ((Parenthetical) - Over-allotment option | Mar. 31, 2021shares |
Shares subject to forfeiture | 937,500 |
Class B Ordinary Share | |
Shares subject to forfeiture | 937,500 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - 1 months ended Mar. 31, 2021 - USD ($) | Class B Ordinary Share | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 15, 2021 | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Class B ordinary shares issued to Sponsors | $ 719 | 24,281 | 0 | $ 25,000 |
Class B ordinary shares issued to Sponsors (in shares) | 7,187,500 | |||
Net loss | 0 | (7,125) | (7,125) | |
Balance at the end at Mar. 31, 2021 | $ 719 | $ 24,281 | $ (7,125) | $ 17,875 |
Balance at the end (in shares) at Mar. 31, 2021 | 7,187,500 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY ((Parenthetical) - Over-allotment option | Mar. 31, 2021shares |
Shares subject to forfeiture | 937,500 |
Class B Ordinary Share | |
Shares subject to forfeiture | 937,500 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (7,125) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Accrued offering costs and expenses | 7,125 |
Net cash used in operating activities | 0 |
Cash Flows from Financing Activities: | |
Net Change in Cash | 0 |
Cash, March 16, 2021 (inception) | 0 |
Cash, end of the period | 0 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Deferred offering costs included in accrued offering costs and expenses | 64,573 |
Deferred offering costs paid by Sponsor under the promissory note | $ 25,750 |
Organization and Business Opera
Organization and Business Operation | 1 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1—Organization and Business Operation Gobi Acquisition Corp. (the "Company") was incorporated as a Cayman Islands exempted company on March 16, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the "Business Combination"). The Company has not selected any 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 an initial Business Combination with it. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from March 16, 2021 (inception) through March 31, 2021 relates to the Company's formation and the initial public offering (the “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company's Sponsor is PAG Investment, LLC, a Cayman Islands limited liability company (the "Sponsor"). Financing The registration statement for the Company’s IPO was declared effective on June 28, 2021 (the “Effective Date”). On July 1, 2021, the Company consummated its IPO of 25,000,000 Class A ordinary shares at $10.00 per share, which is discussed in Note 3 (the "Initial Public Offering"), and the sale of 300,000 Class A ordinary shares which is discussed in Note 4 (the "Private Placement"), at a price of $10.00 per share, in a private placement that closed simultaneously with the closing of the IPO. Transaction costs amounted to $3,359,202 consisting of $1,000,000 of underwriting commissions, $1,750,000 of deferred underwriting commissions and $609,202 of other cash offering costs. Liquidity and Capital Resources As of March 31, 2021, the Company had no cash and working capital deficit of 97,448 excluding deferred offering cost. Until the consummation of the IPO, the Company’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from the Sponsor. The Company’s liquidity needs up to July 1, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of July 1, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, closing of the initial public offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 1 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying financial statements is presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the rules and regulations of the Securities Exchange Commission (the "SEC"). 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these 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 financial statement 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 did not have any cash or cash equivalents as of March 31, 2021. Deferred Offering Costs Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholder’s equity upon the completion of the IPO. 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 limit of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that were forfeited if the over-allotment option is not exercised by the underwriter. As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 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's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 Pronouncements 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 | 1 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 3— Initial Public Offering On July 1, 2021, the Company consummated its IPO of 25,000,000 Class A ordinary shares, at a price of $10.00 per share, generating gross proceeds of $250,000,000. PAG Investment LP (the “Fund”), an affiliate of PAG and the sole member of the Sponsor, purchased 20,000,000 Public Shares in the IPO at the public offering price. Shares purchased by the Fund, if any, will not be subject to underwriting discounts and commissions. The Company paid an underwriting fee at the closing of the IPO of $1,000,000. As of July 1, 2021, an additional fee of $1,750,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Private Placement
Private Placement | 1 Months Ended |
Mar. 31, 2021 | |
Private Placement. | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO and the sale of the shares, the Company consummated the private placement of an aggregate of 300,000 Class A ordinary shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $3,000,000. The Private Placement Shares purchased by the Sponsor are substantially similar to the Public Shares, except that they will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination, subject to certain limited exceptions. |
Related Party Transactions
Related Party Transactions | 1 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On March 19, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 (the "Founder Shares"). On June 8, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, which were cancelled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. On June 8, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors, Thaddeus Beczak, Dan Carroll, and Jane J. Su, which shares will not be subject to forfeiture in the event the underwriter's over-allotment option is not exercised. On June 28, the Sponsor surrendered an aggregate of 750,000 Class B ordinary shares for no consideration, resulting in the Sponsor holding 6,437,500 Founder’s Shares, up to 187,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company's shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and the Sponsor has agreed not to transfer, assign or sell any of its private placement shares until 30 days after the completion of the initial Business Combination; except, in each case, to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares or private placement shares. The Company refers to such transfer restrictions as the lock-up. Notwithstanding the foregoing, if (1) the closing price of the Company's Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On March 19, 2021, 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 bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO. The loans will be repaid upon the closing of the IPO out of the offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and amounts not to be held in the Trust Account. As of March 31, 2021, $25,750 was outstanding under the promissory note. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, its affiliates or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that 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 $2,000,000 of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the Private Placement Share. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date that the Company's securities are first listed, the Company will pay to an affiliate of the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. |
Commitments & Contingencies
Commitments & Contingencies | 1 Months Ended |
Mar. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Shares and any shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration and shareholder 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 Company's completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, as described in Note 5, and (ii) in the case of the Private Placement Shares, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company will grant the underwriters a 45-day The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (not including the proceeds from the Fund), or $1,000,000 (or up to $1,750,000 if the underwriters' over-allotment option is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO (not including the proceeds from the Fund) upon the completion of the Company's initial Business Combination. |
Shareholders' Equity
Shareholders' Equity | 1 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7—Shareholders' Equity Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding 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. Prior to the initial Business Combination, only holders of the 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 appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares (but, for the avoidance of doubt, not including Private Placement Shares) will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any private placement shares issued to our sponsor in a private placement to occur concurrently with the closing of the IPO, any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to our 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. |
Subsequent Events
Subsequent Events | 1 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 8— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was able to be issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. On June 8, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, which were cancelled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares. On June 8, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors, Thaddeus Beczak, Dan Carroll and Jane J. Su, which shares will not be subject to forfeiture in the event the underwriter's over-allotment option is not exercised. On June 28, the Sponsor surrendered an aggregate of 750,000 Class B ordinary shares for no consideration, resulting in the Sponsor holding 6,437,500 Founder’s Shares, up to 187,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The registration statement for the Company’s IPO was declared effective on June 28, 2021. On July 1, 2021, the Company consummated its IPO of 25,000,000 Class A ordinary shares at $10.00 per share, and the sale of 300,000 Class A ordinary shares, at a price of $10.00 per share, in a private placement that closed simultaneously with the closing of the IPO. On July 14, 2021, the Company consummated the closing (the “Over-Allotment Closing”) of its sale of an additional 542,537 Shares pursuant to the partial exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”). The Shares were sold at an offering price of $10.00 per Share, generating gross proceeds of $5,425,370. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 10,851 private placement warrants to its Sponsor, PAG Investment, LLC, generating gross proceeds to the Company of $108,510. Following the Over-Allotment Closing, an aggregate amount of $5,425,373 has been placed in the Company’s Trust Account established in connection with the IPO. In connection with the partially exercise of the Over-allotment Option, the Sponsor surrendered 51,866 Founder shares, resulting in the Sponsor holding 6,385,634 Founder Shares as of July 14, 2021. On July 19, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to the Sponsor. The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into Private Placement Shares, at a price of $10.00 per Private Placement Shares. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On July 23, 2021, the Company received $1,000,000 from the Sponsor under the Note. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 1 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements is presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the rules and regulations of the Securities Exchange Commission (the "SEC"). |
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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of these 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 financial statement 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 did not have any cash or cash equivalents as of March 31, 2021. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholder’s equity upon the completion of the IPO. |
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 limit of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that were forfeited if the over-allotment option is not exercised by the underwriter. As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 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's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 Pronouncements | Recent Accounting Pronouncements 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. |
Organization and Business Ope_2
Organization and Business Operation (Details) | Jul. 01, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 14, 2020 | Mar. 31, 2021USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination number of businesses minimum | 1 | |||
Transaction Costs | $ 3,359,202 | |||
Underwriting fees | 1,000,000 | |||
Deferred underwriting fee payable | 1,750,000 | |||
Other offering costs | $ 609,202 | $ 97,448,000,000 | ||
Cash held outside the Trust Account | 0 | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 25,000,000 | 25,000,000 | 750,000 | |
Underwriting fees | $ 1,000,000 | |||
Deferred underwriting fee payable | $ 1,750,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 300,000 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||
Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | |||
Proceeds from Related Party Debt | $ 300,000,000,000 | |||
Working Capital | $ 0 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | Jul. 01, 2021 | Mar. 31, 2021 | Oct. 31, 2020 |
Cash equivalents | $ 250,000 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||
Proceeds from issuance initial public offering | $ 250,000,000 | ||
Income tax provision | $ 0 | ||
Over-allotment option | |||
Shares subject to forfeiture | 937,500 | ||
Purchase price, per unit | $ 10 | $ 10 | |
Class B Ordinary Share | Over-allotment option | |||
Shares subject to forfeiture | 937,500 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 01, 2021 | Oct. 31, 2020 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 250,000,000 | ||
Sale of Stock, Underwriting fees | $ 1,000,000 | ||
Deferred underwriting fee payable | $ 1,750,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 25,000,000 | 25,000,000 | 750,000 |
Units Issued During Period, Shares, New Issues | 25,000,000 | 25,000,000 | 750,000 |
Sale of Stock, Underwriting fees | $ 1,000,000 | ||
Deferred underwriting fee payable | $ 1,750,000 | ||
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Units Issued During Period, Shares, New Issues | 20,000,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 300,000 | ||
Purchase price, per unit | $ 10 | $ 10 | |
Units Issued During Period, Shares, New Issues | 300,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement - Private Placement Warrants | 1 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 300,000 |
Price of warrants | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 3,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jun. 08, 2021shares | Mar. 19, 2021USD ($)$ / sharesshares | Oct. 31, 2020shares | Mar. 31, 2021USD ($)D$ / sharesshares | Jun. 28, 2021shares |
Related Party Transaction [Line Items] | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | $ 25,000 | ||||
Common shares, shares outstanding | 8,625,000 | ||||
Class B Ordinary Share | |||||
Related Party Transaction [Line Items] | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | $ 719 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common shares, shares outstanding | 7,187,500 | ||||
Number of shares issued | 7,187,500 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | $ 25,000 | ||||
Sponsor | Class B Ordinary Share | |||||
Related Party Transaction [Line Items] | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | $ 25,000 | ||||
Number of shares issued in transaction | 25,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Number of shares surrendered | 1,437,500 | 750,000 | |||
Common shares, shares outstanding | 7,187,500 | ||||
Aggregate number of shares owned | 6,437,500 | 6,437,500 | |||
Shares subject to forfeiture | 187,500 | ||||
Founder Shares | Sponsor | Class B Ordinary Share | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ / shares | $ 0.003 | ||||
Number of shares issued in transaction | 8,625,000 | ||||
Number of shares surrendered | 1,437,500 | ||||
Common shares, shares outstanding | 7,187,500 | ||||
Number of shares issued | 25,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | |
Mar. 31, 2021 | Mar. 19, 2021 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Outstanding balance of related party note | $ 25,750 | |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 10,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 2,000,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 10 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Jul. 01, 2021USD ($)shares | Oct. 31, 2020USD ($)itemshares | Mar. 31, 2021USD ($)shares |
Loss Contingencies [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Deferred underwriting fee payable | $ 1,750,000 | ||
Underwriter cash discount | $ 1,000,000 | ||
Aggregate underwriter cash discount | $ 1,750,000 | ||
Percentage of deferred underwriting discount | 3.50% | ||
Percentage of underwriting cash discount | 2.00% | ||
Initial Public Offering | |||
Loss Contingencies [Line Items] | |||
Deferred underwriting fee payable | $ 1,750,000 | ||
Term of option for underwriters. | 45 days | ||
Number of units sold | shares | 25,000,000 | 25,000,000 | 750,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) | Mar. 31, 2021$ / sharesshares |
Shareholders' Equity | |
Preferred shares, shares authorized | 3,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Jun. 28, 2021USD ($)shares | Jun. 08, 2021USD ($)shares | Mar. 31, 2021Vote$ / sharesshares | Mar. 19, 2021$ / shares | Oct. 31, 2020shares |
Class of Stock [Line Items] | |||||
Common shares, shares issued (in shares) | 8,625,000 | ||||
Common shares, shares outstanding (in shares) | 8,625,000 | ||||
Class A Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 300,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | ||||
Ratio to be applied to the stock in the conversion | 20 | ||||
Class B Ordinary Share | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 30,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 7,187,500 | ||||
Common shares, shares outstanding (in shares) | 7,187,500 | ||||
Number of shares issued | 7,187,500 | ||||
Sponsor | Class B Ordinary Share | |||||
Class of Stock [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common shares, shares outstanding (in shares) | 7,187,500 | ||||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% | ||||
Number of shares surrendered | 750,000 | 1,437,500 | |||
Consideration | $ | $ 0 | $ 0 | |||
Aggregate number of shares owned | 6,437,500 | 6,437,500 | |||
Shares subject to forfeiture | 187,500 | ||||
Founder Shares | Sponsor | Class B Ordinary Share | |||||
Class of Stock [Line Items] | |||||
Common shares, shares outstanding (in shares) | 7,187,500 | ||||
Number of shares surrendered | 1,437,500 | ||||
Number of shares issued | 25,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 23, 2021 | Jul. 14, 2021 | Jul. 01, 2021 | Jun. 28, 2021 | Jun. 08, 2021 | Mar. 31, 2021 | Jul. 19, 2021 |
Subsequent Event [Line Items] | |||||||
Common shares, shares outstanding (in shares) | 8,625,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction | 6,385,634 | ||||||
Class A Ordinary Shares | |||||||
Subsequent Event [Line Items] | |||||||
Common shares, shares outstanding (in shares) | 0 | ||||||
Class B Ordinary Share | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 7,187,500 | ||||||
Common shares, shares outstanding (in shares) | 7,187,500 | ||||||
Class B Ordinary Share | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares surrendered | 1,437,500 | ||||||
Common shares, shares outstanding (in shares) | 7,187,500 | ||||||
Promissory Note with Related Party | |||||||
Subsequent Event [Line Items] | |||||||
Amount of unsecured promissory note to related party | $ 25,750 | ||||||
Private Placement Warrants | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Issuance of Warrants | $ 108,510 | ||||||
Warrants issued | 10,851 | ||||||
Over-allotment option | |||||||
Subsequent Event [Line Items] | |||||||
Shares subject to forfeiture | 937,500 | ||||||
Over-allotment option | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 542,537 | ||||||
Share price | $ 10 | ||||||
Proceeds from issuance common stock | $ 5,425,370 | ||||||
Amount held in Trust Account | $ 5,425,373 | ||||||
Over-allotment option | Class B Ordinary Share | |||||||
Subsequent Event [Line Items] | |||||||
Shares subject to forfeiture | 937,500 | ||||||
Initial Public Offering | Class A Ordinary Shares | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 25,000,000 | ||||||
Share price | $ 10 | ||||||
Sponsor | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares surrendered | 51,866 | ||||||
Proceeds from promissory note - related party | $ 1,000,000 | ||||||
Number of shares issued in transaction | 25,000 | ||||||
Sponsor | Class B Ordinary Share | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 6,437,500 | ||||||
Number of shares surrendered | 750,000 | ||||||
Shares subject to forfeiture | 187,500 | ||||||
Sponsor | Promissory Note with Related Party | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Amount of unsecured promissory note to related party | $ 1,000,000 | ||||||
Debt instrument convertible conversion price | $ 10 | ||||||
Private Placement | Class A Ordinary Shares | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 300,000 | ||||||
Share price | $ 10 | ||||||
Private Placement | Private Placement Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Issuance of Warrants | $ 3,000,000 |