Document and Entity Information
Document and Entity Information - shares | 7 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 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, City or Town | City, MN | |
Entity Address, Country | HK | |
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 $0.0001 per share | |
Trading Symbol | GOBI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001854593 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,853,388 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,310,634 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
Current assets: | |
Cash | $ 222,905 |
Prepaid expenses and other current assets | 1,066,648 |
Total current assets | 1,289,553 |
Prepaid expense, non-current | 788,179 |
Investment held in trust account | 255,429,243 |
Total Assets | 257,506,975 |
Current liabilities: | |
Accrued offering costs and expenses | 10,300 |
Due to related party | 31,332 |
Working capital loan | 1,000,000 |
Total current liabilities | 1,041,632 |
Deferred underwriters' discount | 1,939,888 |
Total Liabilities | 2,981,520 |
Commitments and Contingencies (Note 8) | |
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value | 255,429,243 |
Shareholders' (Deficit) Equity: | |
Preference shares, $0.0001 par value; 3,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (904,458) |
Total shareholders' (deficit) equity | (903,788) |
Total Liabilities and Shareholders' (Deficit) Equity | 257,506,975 |
Class A Common Stock | |
Shareholders' (Deficit) Equity: | |
Common stock | 31 |
Class A ordinary shares subject to possible redemption | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value | 255,429,243 |
Class B Common Stock | |
Shareholders' (Deficit) Equity: | |
Common stock | $ 639 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Jul. 01, 2021 | Jun. 08, 2021 | Mar. 19, 2021 |
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 | |||
Class A ordinary shares subject to possible redemption, shares | 28,750,000 | 25,000,000 | ||
Class A Common Stock | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 300,000,000 | |||
Common shares, shares issued | 310,851 | |||
Common shares, shares outstanding | 310,851 | |||
Class A ordinary shares subject to possible redemption | ||||
Common shares, par value, (per share) | 0.0001 | |||
Class A ordinary shares subject to possible redemption, shares | 25,542,537 | |||
Class A ordinary shares not subject to possible redemption | ||||
Common shares, shares issued | 310,851 | |||
Common shares, shares outstanding | 310,851 | |||
Class B Common Stock | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 30,000,000 | |||
Common shares, shares issued | 6,385,634 | 8,625,000 | ||
Common shares, shares outstanding | 6,385,634 | 7,187,500 | 8,625,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation and operating costs | $ 365,778 | $ 379,698 |
Loss from operations | (365,778) | (379,698) |
Other income (expense) | ||
Interest income | 3,870 | 3,870 |
Total other income (expense) | 3,870 | 3,870 |
Net loss | $ (361,908) | $ (375,828) |
Basic and diluted weighted average shares outstanding, ordinary shares subject to redemption | 25,188,238 | 11,703,626 |
Class A Common Stock | ||
Other income (expense) | ||
Basic net loss per share (in dollars per share) | $ (0.01) | $ (0.02) |
Diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.02) |
Class B Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding, basic (in shares) | 6,393,527 | 6,702,106 |
Weighted average shares outstanding, diluted (in shares) | 6,393,527 | 6,702,106 |
Basic net loss per share (in dollars per share) | $ (0.01) | $ (0.02) |
Diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.02) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Class A Common StockCommon StockPrivate Placement | Class A Common StockCommon Stock | Class A Common StockPrivate Placement | Class A Common StockPublic offering | Class B Common StockCommon Stock | Additional Paid-in CapitalPrivate Placement | Additional Paid-in Capital | Accumulated DeficitPrivate Placement | Accumulated Deficit | Private Placement | Over-allotment | Total |
Balance at the beginning at Mar. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Balance at the beginning (in shares) at Mar. 15, 2021 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Sale of Stock | $ 719 | 24,281 | 0 | 25,000 | ||||||||
Sale of Stock (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 | |||||||||||
Balance at the beginning at Mar. 15, 2021 | $ 0 | $ 0 | 0 | 0 | $ 0 | |||||||
Balance at the beginning (in shares) at Mar. 15, 2021 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Sale of Stock (in shares) | 750,000 | |||||||||||
Net loss | $ (375,828) | |||||||||||
Balance at the end at Sep. 30, 2021 | $ 31 | $ 639 | 0 | (904,458) | (903,788) | |||||||
Balance at the end (in shares) at Sep. 30, 2021 | 310,851 | 6,385,634 | ||||||||||
Balance at the beginning at Mar. 31, 2021 | $ 719 | 24,281 | (7,125) | 17,875 | ||||||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 7,187,500 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Sale of Stock | $ 30 | $ 2,999,970 | $ 0 | $ 3,000,000 | ||||||||
Sale of Stock (in shares) | 300,000 | |||||||||||
Class B ordinary shares forfeited | $ (75) | 75 | 0 | |||||||||
Class B ordinary shares forfeited (in shares) | (750,000) | |||||||||||
Net loss | 0 | (6,795) | (6,795) | |||||||||
Balance at the end at Jun. 30, 2021 | $ 30 | $ 644 | 3,024,326 | (13,920) | 3,011,080 | |||||||
Balance at the end (in shares) at Jun. 30, 2021 | 300,000 | 6,437,500 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Sale of 10,851 Private Placement Units on July 14, 2021 through over-allotment (In shares) | 300,000 | 25,000,000 | ||||||||||
Balance at the end at Jul. 01, 2021 | (351,353) | |||||||||||
Balance at the beginning at Jun. 30, 2021 | $ 30 | $ 644 | 3,024,326 | (13,920) | 3,011,080 | |||||||
Balance at the beginning (in shares) at Jun. 30, 2021 | 300,000 | 6,437,500 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Sale of Stock (in shares) | 10,851 | |||||||||||
Class B ordinary shares forfeited | $ (5) | 5 | 0 | |||||||||
Class B ordinary shares forfeited (in shares) | (51,866) | |||||||||||
Sale of 10,851 Private Placement Units on July 14, 2021 through over-allotment | $ 1 | 108,509 | 0 | 108,510 | ||||||||
Sale of 10,851 Private Placement Units on July 14, 2021 through over-allotment (In shares) | 10,851 | |||||||||||
Subsequent remeasurement Class A ordinary shares | (3,132,840) | (528,630) | (3,661,470) | |||||||||
Net loss | 0 | (361,908) | (361,908) | |||||||||
Balance at the end at Sep. 30, 2021 | $ 31 | $ 639 | $ 0 | $ (904,458) | $ (903,788) | |||||||
Balance at the end (in shares) at Sep. 30, 2021 | 310,851 | 6,385,634 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - shares | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Sale of Stock (in shares) | 750,000 | |
Over-allotment | ||
Sale of Stock (in shares) | 10,851 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (375,828) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (3,870) |
Changes in current assets and liabilities: | |
Due to related parties | 31,332 |
Prepaid expense | (1,854,827) |
Accrued offering costs and expenses | 10,300 |
Net cash used in operating activities | (2,192,893) |
Cash Flows from Investing Activities: | |
Principal deposited in Trust Account | (255,425,373) |
Net cash used in investing activities | (255,425,373) |
Cash Flows from Financing Activities: | |
Proceeds received from public offerings, net of underwriters' discount | 254,316,863 |
Proceeds from private placement | 3,108,510 |
Proceeds from working capital loan | 1,000,000 |
Payment of deferred offering costs | (420,997) |
Payment of promissory note to related party | (163,205) |
Net cash provided by financing activities | 257,841,171 |
Net change in cash | 222,905 |
Cash, March 16, 2021 (inception) | 0 |
Cash, end of the period | 222,905 |
Supplemental disclosure of cash flow information: | |
Deferred underwriter's discount | 1,939,888 |
Initial value of Class A ordinary shares subject to possible redemption | 250,000,000 |
Remeasurement of Class A ordinary shares subject to possible redemption | 5,429,243 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Deferred offering costs paid by Sponsor under the promissory note | $ 163,205 |
Organization and Business Opera
Organization and Business Operation | 7 Months Ended |
Sep. 30, 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from March 16, 2021 (inception) through September 30, 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 investment 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 4 (the "Initial Public Offering"), and the sale of 300,000 Class A ordinary shares which is discussed in Note 5 (the "Private Placement"), at a price of $10.00 per share, in a private placement that closed simultaneously with the closing of the IPO. As of July 1, 2021, 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 offering costs. Liquidity and Capital Resources As of September 30, 2021, the Company had cash of $222,905 and a working capital of $247,921. As of September 30, 2021, the Company had neither engaged in any operations nor generated any revenues to date. The Company’s only activities since inception have been organizational activities and those necessary to prepare for the Company’s IPO. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, officers, directors and their affiliates intend to loan the Company funds as may be required. On July 23, 2021, the Company received $1,000,000 from the Sponsor under an unsecured promissory note signed on July 19, 2021. On November 20, 2021, the Sponsor signed an agreement to provide $300,000 of loan to the Company as required. 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 7 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial Business Combination only if the Company has net tangible assets of at least $5,000,001 . Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its shareholders’ equity above the $5,000,000 threshold as "shares not subject to redemption." However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial Business Combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of July 1, 2021 should be restated because of a misapplication in the guidance around complex accounting for financial instruments and should no longer be relied upon. The Company is reporting the restatements to those periods in this Quarterly Report. Impact of the Restatement The impact to the balance sheet as of July 1, 2021 presented below. The following table summarizes the effect of the restatement on each balance sheet line item as of the date: As Previously Reported Adjustment As Restated Balance Sheet as of July 1, 2021 (per 8-Ks filed on July 8, 2021) Class A ordinary shares, $0.0001 par value; shares subject to possible redemption at redemption value $ 244,648,640 $ 5,351,360 $ 250,000,000 Shareholders’ equity (deficit) Class A ordinary shares - $0.0001 par value 84 (54) 30 Class B ordinary shares - $0.0001 par value 644 — 644 Additional paid-in capital 5,016,430 (5,016,430) — Retained Earnings (Accumulated Deficit) (17,151) (334,876) (352,027) Total shareholders’ equity (deficit) $ 5,000,007 $ (5,351,360) $ (351,353) Shares subject to possible redemption 24,464,864 535,136 25,000,000 |
Significant Accounting Policies
Significant Accounting Policies | 7 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 3—Significant Accounting Policies Basis of Presentation The accompanying financial statements are 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 has $222,905 in cash and no cash equivalents as of September 30, 2021. Investments Held in Trust Account At September 30, 2021, funds held in the Trust Account include $255,429,243 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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 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 IPO The Company complies with the requirements of ASC 34-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO. Offering costs are charged to shareholders’ equity or the statement of operations. Accordingly, on July 14, 2021, (upon the underwriters exercising their over-allotment option), offering costs totaling $3,657,597 (consisting of $1,108,507 of underwriting fee, $1,939,888 of deferred underwriting fee and $609,202 of other offering costs) were recognized. Due to Related Party The balance of $31,332 represents the amount accrued for the administrative support services provided by Sponsor commencing on June 28, 2021 through September 30, 2021. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2021 For the Period from March 16, 2021 (Inception) to September 30, 2021 Class A Class B Class A Class B Non- Non- Redeemable Redeemable Redeemable Redeemable Class A Class A Class A Class A ordinary ordinary ordinary ordinary shares shares shares shares Basic and diluted net loss per share: Numerator: Allocation of net loss $ (288,558) (105) $ (73,245) $ (237,088) (2,972) $ (135,769) Denominator: Weighted-average shares outstanding 25,188,238 9,200 6,393,527 11,703,626 146,699 6,702,106 Basic and diluted net loss per share $ (0.01) (0.01) $ (0.01) $ (0.02) (0.02) $ (0.02) 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 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 28,750,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, respectively. 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 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'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 | 7 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 4— 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 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. On July 14, 2021, the Company consummated 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. All of the 25,542,537 Class A ordinary share sold in the IPO and over-allotment 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, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. 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. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 255,425,373 Less: Ordinary share issuance costs (3,657,597) Plus: Accretion of carrying value to redemption value 3,657,597 Interest income 3,870 Contingently redeemable ordinary share $ 255,429,243 |
Private Placement
Private Placement | 7 Months Ended |
Sep. 30, 2021 | |
Private Placement. | |
Private Placement | Note 5—Private Placement On June 28, 2021, 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. On July 14, 2021, simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 10,851 private placement shares to its Sponsor, PAG Investment, LLC, generating gross proceeds to the Company of $108,510. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 6—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, 2021 the Sponsor surrendered an aggregate of 750,000 Class B ordinary shares for no consideration, resulting in the Sponsor holding 6,362,500 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. On July 14, 2021, the Sponsor surrendered 51,866 Class B ordinary shares. 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. Due to Related Party The Company promised to pay the Sponsor $10,000 per month for office space, administrative and support services for the period from the Effective Date to the consummation of the Company’s initial Business Combination. A total of $31,332 has been accrued as of September 30, 2021. 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 September 30, 2021, the total amount borrowed under the promissory note was fully repaid. 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 September 30, 2021, the Company had $1,000,000 borrowings under the Working Capital Loans. As of September 30, 2021, $1,000,000 was outstanding 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. For the period from June 28, 2021 (the “Effective Date”) to September 30, 2021, the Company incurred $31,332 in connection with to such expense. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 7 Months Ended |
Sep. 30, 2021 | |
Recurring Fair Value Measurements | |
Recurring Fair Value Measurements | Note 7— Recurring Fair Value Measurements Substantially all of the Company’s investment held in the Trust Account on the condensed balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 255,429,243 $ 255,429,243 $ — $ — |
Commitments & Contingencies
Commitments & Contingencies | 7 Months Ended |
Sep. 30, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 8—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 6, 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 option from the date of the IPO to purchase up to an additional 750,000 Class A ordinary shares to cover over-allotments, if any. The Over-Allotment option was partially exercised on July 14, 2021. The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO and the Over-Allotment (not including the proceeds from the Fund). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and the Over-Allotment (not including the proceeds from the Fund) upon the completion of the Company's initial Business Combination. |
Stockholders' Equity
Stockholders' Equity | 7 Months Ended |
Sep. 30, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 9—Shareholders' Equity Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding 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 the 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 | 7 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10— 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 November 20, 2021, the Sponsor signed an agreement to provide $300,000 of loan to the Company as required. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 7 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are 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 has $222,905 in cash and no cash equivalents as of September 30, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2021, funds held in the Trust Account include $255,429,243 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
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 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 IPO | Offering Costs Associated with IPO The Company complies with the requirements of ASC 34-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO. Offering costs are charged to shareholders’ equity or the statement of operations. Accordingly, on July 14, 2021, (upon the underwriters exercising their over-allotment option), offering costs totaling $3,657,597 (consisting of $1,108,507 of underwriting fee, $1,939,888 of deferred underwriting fee and $609,202 of other offering costs) were recognized. |
Due to Related Party | Due to Related Party The balance of $31,332 represents the amount accrued for the administrative support services provided by Sponsor commencing on June 28, 2021 through September 30, 2021. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2021 For the Period from March 16, 2021 (Inception) to September 30, 2021 Class A Class B Class A Class B Non- Non- Redeemable Redeemable Redeemable Redeemable Class A Class A Class A Class A ordinary ordinary ordinary ordinary shares shares shares shares Basic and diluted net loss per share: Numerator: Allocation of net loss $ (288,558) (105) $ (73,245) $ (237,088) (2,972) $ (135,769) Denominator: Weighted-average shares outstanding 25,188,238 9,200 6,393,527 11,703,626 146,699 6,702,106 Basic and diluted net loss per share $ (0.01) (0.01) $ (0.01) $ (0.02) (0.02) $ (0.02) |
Ordinary Shares Subject to Possible Redemption | 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 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 28,750,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, respectively. |
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 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'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. |
Restatement of Previously Furni
Restatement of Previously Furnished Financial Statements (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Financial Statements | |
Summary of effect of the revision on each balance sheet line item | The impact to the balance sheet as of July 1, 2021 presented below. The following table summarizes the effect of the restatement on each balance sheet line item as of the date: As Previously Reported Adjustment As Restated Balance Sheet as of July 1, 2021 (per 8-Ks filed on July 8, 2021) Class A ordinary shares, $0.0001 par value; shares subject to possible redemption at redemption value $ 244,648,640 $ 5,351,360 $ 250,000,000 Shareholders’ equity (deficit) Class A ordinary shares - $0.0001 par value 84 (54) 30 Class B ordinary shares - $0.0001 par value 644 — 644 Additional paid-in capital 5,016,430 (5,016,430) — Retained Earnings (Accumulated Deficit) (17,151) (334,876) (352,027) Total shareholders’ equity (deficit) $ 5,000,007 $ (5,351,360) $ (351,353) Shares subject to possible redemption 24,464,864 535,136 25,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Schedule of earnings per share basic and diluted | For the Three Months Ended September 30, 2021 For the Period from March 16, 2021 (Inception) to September 30, 2021 Class A Class B Class A Class B Non- Non- Redeemable Redeemable Redeemable Redeemable Class A Class A Class A Class A ordinary ordinary ordinary ordinary shares shares shares shares Basic and diluted net loss per share: Numerator: Allocation of net loss $ (288,558) (105) $ (73,245) $ (237,088) (2,972) $ (135,769) Denominator: Weighted-average shares outstanding 25,188,238 9,200 6,393,527 11,703,626 146,699 6,702,106 Basic and diluted net loss per share $ (0.01) (0.01) $ (0.01) $ (0.02) (0.02) $ (0.02) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering. | |
Schedule of ordinary shares | Gross proceeds from IPO $ 255,425,373 Less: Ordinary share issuance costs (3,657,597) Plus: Accretion of carrying value to redemption value 3,657,597 Interest income 3,870 Contingently redeemable ordinary share $ 255,429,243 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
Recurring Fair Value Measurements | |
Schedule of assets and liabilities that were measured at fair value on a recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 255,429,243 $ 255,429,243 $ — $ — |
Organization and Business Ope_2
Organization and Business Operation (Details) | Jul. 23, 2021USD ($) | Jul. 14, 2021USD ($)$ / sharesshares | Jul. 01, 2021USD ($)$ / sharesshares | Mar. 16, 2021item | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Nov. 20, 2021USD ($) | Sep. 30, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Transaction Costs | $ 3,359,202 | |||||||
Underwriting fees | 1,000,000 | |||||||
Deferred underwriting fee payable | 1,750,000 | |||||||
Other offering costs | 609,202 | |||||||
Cash for working capital purpose | $ 222,905 | |||||||
Working Capital | $ 247,921 | |||||||
Sale of Stock | $ 25,000 | |||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||
Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Underwriting fees | 1,000,000 | |||||||
Deferred underwriting fee payable | $ 1,750,000 | |||||||
Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Stock | $ 3,000,000 | |||||||
Over-allotment | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Transaction Costs | $ 3,657,597 | |||||||
Underwriting fees | 1,108,507 | |||||||
Deferred underwriting fee payable | 1,939,888 | |||||||
Other offering costs | $ 609,202 | |||||||
Class A Common Stock | Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 25,000,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Class A Common Stock | Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 300,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Class A Common Stock | Over-allotment | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 542,537 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Sponsor | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,000,000 | |||||||
Proceeds from Related Party Debt | $ 1,000,000 | |||||||
Sponsor | Subsequent Event | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Due to Related Parties | $ 300,000 |
Restatement of Issued Furnished
Restatement of Issued Furnished Financial Statements (Details) - USD ($) | Sep. 30, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 15, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Reclassification of permanent equity into temporary equity | $ 5,000,000 | ||||
Minimum net tangible assets | 5,000,001 | ||||
Minimum stockholders' equity | 5,000,000 | ||||
Balance Sheet as of July 1, 2021 (per 8-Ks filed on July 8, 2021) | |||||
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value | 255,429,243 | $ 250,000,000 | |||
Shareholders' equity (deficit) | |||||
Retained Earnings (Accumulated Deficit) | (904,458) | (352,027) | |||
Total shareholders' (deficit) equity | $ (903,788) | $ (351,353) | $ 3,011,080 | $ 17,875 | $ 0 |
Shares subject to possible redemption | 28,750,000 | 25,000,000 | |||
Class A Common Stock | |||||
Shareholders' equity (deficit) | |||||
Ordinary shares | $ 31 | $ 30 | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||
Class A ordinary shares subject to possible redemption | |||||
Balance Sheet as of July 1, 2021 (per 8-Ks filed on July 8, 2021) | |||||
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value | $ 255,429,243 | ||||
Shareholders' equity (deficit) | |||||
Shares subject to possible redemption | 25,542,537 | ||||
Ordinary shares, par value | $ 0.0001 | ||||
Class B Common Stock | |||||
Shareholders' equity (deficit) | |||||
Ordinary shares | $ 639 | $ 644 | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||
As Previously Reported | |||||
Balance Sheet as of July 1, 2021 (per 8-Ks filed on July 8, 2021) | |||||
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value | $ 244,648,640 | ||||
Shareholders' equity (deficit) | |||||
Additional paid-in capital | 5,016,430 | ||||
Retained Earnings (Accumulated Deficit) | (17,151) | ||||
Total shareholders' (deficit) equity | $ 5,000,007 | ||||
Shares subject to possible redemption | 24,464,864 | ||||
As Previously Reported | Class A Common Stock | |||||
Shareholders' equity (deficit) | |||||
Ordinary shares | $ 84 | ||||
As Previously Reported | Class B Common Stock | |||||
Shareholders' equity (deficit) | |||||
Ordinary shares | 644 | ||||
Adjustment | |||||
Balance Sheet as of July 1, 2021 (per 8-Ks filed on July 8, 2021) | |||||
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value | 5,351,360 | ||||
Shareholders' equity (deficit) | |||||
Additional paid-in capital | (5,016,430) | ||||
Retained Earnings (Accumulated Deficit) | (334,876) | ||||
Total shareholders' (deficit) equity | $ (5,351,360) | ||||
Shares subject to possible redemption | 535,136 | ||||
Adjustment | Class A Common Stock | |||||
Shareholders' equity (deficit) | |||||
Ordinary shares | $ (54) |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2021 | Jul. 14, 2021 | Jul. 01, 2021 |
Cash equivalents | $ 0 | ||
Cash | 222,905 | ||
Marketable securities held in Trust Account | 255,429,243 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||
Concentration of credit risk amount | 250,000 | ||
Accrued administrative support services | $ 31,332 | ||
Offering costs | $ 3,359,202 | ||
Underwriting fee | 1,000,000 | ||
Deferred underwriting fees | 1,750,000 | ||
Other offering costs | $ 609,202 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 28,750,000 | 25,000,000 | |
Level 1 | |||
Marketable securities held in Trust Account | $ 255,429,243 | ||
Initial Public Offering | |||
Underwriting fee | $ 1,000,000 | ||
Deferred underwriting fees | $ 1,750,000 | ||
Over-allotment | |||
Offering costs | $ 3,657,597 | ||
Underwriting fee | 1,108,507 | ||
Deferred underwriting fees | 1,939,888 | ||
Other offering costs | $ 609,202 |
Significant Accounting Polici_5
Significant Accounting Policies - Net Loss Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Common Stock | ||
Denominator: | ||
Basic net loss per share | $ (0.01) | $ (0.02) |
Diluted net loss per share | $ (0.01) | $ (0.02) |
Class A ordinary shares subject to possible redemption | ||
Numerator: | ||
Allocation of net loss | $ (288,558) | $ (237,088) |
Denominator: | ||
Weighted-average shares outstanding, basic | 25,188,238 | 11,703,626 |
Weighted-average shares outstanding, diluted | 25,188,238 | 11,703,626 |
Basic net loss per share | $ (0.01) | $ (0.02) |
Diluted net loss per share | $ (0.01) | $ (0.02) |
Class A ordinary shares not subject to possible redemption | ||
Numerator: | ||
Allocation of net loss | $ (105) | $ (2,972) |
Denominator: | ||
Weighted-average shares outstanding, basic | 9,200 | 146,699 |
Weighted-average shares outstanding, diluted | 9,200 | 146,699 |
Basic net loss per share | $ (0.01) | $ (0.02) |
Diluted net loss per share | $ (0.01) | $ (0.02) |
Class B Common Stock | ||
Numerator: | ||
Allocation of net loss | $ (73,245) | $ (135,769) |
Denominator: | ||
Weighted-average shares outstanding, basic | 6,393,527 | 6,702,106 |
Weighted-average shares outstanding, diluted | 6,393,527 | 6,702,106 |
Basic net loss per share | $ (0.01) | $ (0.02) |
Diluted net loss per share | $ (0.01) | $ (0.02) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 14, 2021 | Jul. 01, 2021 | Mar. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds received from public offerings, net of underwriters' discount | $ 254,316,863 | ||||
Sale of Stock, Underwriting fees | $ 1,000,000 | ||||
Deferred underwriting fee payable | $ 1,750,000 | ||||
Number of shares issued | 750,000 | ||||
Shares subject to possible redemption | 25,000,000 | 28,750,000 | 28,750,000 | ||
Interest income | $ 3,870 | $ 3,870 | |||
Contingently redeemable ordinary share | $ 250,000,000 | $ 255,429,243 | $ 255,429,243 | ||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Underwriting fees | 1,000,000 | ||||
Deferred underwriting fee payable | $ 1,750,000 | ||||
Over-allotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Underwriting fees | $ 1,108,507 | ||||
Deferred underwriting fee payable | $ 1,939,888 | ||||
Number of shares issued | 10,851 | ||||
Class A Common Stock | Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | 25,000,000 | ||||
Purchase price, per unit | $ 10 | ||||
Proceeds received from public offerings, net of underwriters' discount | $ 250,000,000 | ||||
Class A Common Stock | Over-allotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | 542,537 | ||||
Purchase price, per unit | $ 10 | ||||
Proceeds from Issuance of Common Stock | $ 5,425,370 | ||||
Class A ordinary shares subject to possible redemption | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares subject to possible redemption | 25,542,537 | 25,542,537 | |||
Gross proceeds from IPO | $ 255,425,373 | ||||
Ordinary share issuance costs | (3,657,597) | ||||
Accretion of carrying value to redemption value | 3,657,597 | ||||
Interest income | 3,870 | ||||
Contingently redeemable ordinary share | $ 255,429,243 | $ 255,429,243 | |||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | 20,000,000 | ||||
Sponsor | Class B Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 8,625,000 | ||||
Share Price | $ 0.003 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Jul. 14, 2021 | Jun. 28, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 3,108,510 | ||
Over-allotment | Class A Common Stock | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 10,851 | ||
Aggregate purchase price | $ 108,510 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Holding Period For Transfer Assignment Or Sale Of Private Placement Shares | 30 days | ||
Private Placement | Class A Common Stock | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 300,000 | ||
Price of warrants | $ 10 | ||
Aggregate purchase price | $ 3,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jun. 08, 2021shares | Mar. 19, 2021USD ($)D$ / sharesshares | Mar. 19, 2019D | Mar. 31, 2021USD ($) | Sep. 30, 2021shares | Jul. 14, 2021shares | Jun. 28, 2021shares |
Related Party Transaction [Line Items] | |||||||
Sale of Stock (in shares) | 750,000 | ||||||
Sale of Stock | $ | $ 25,000 | ||||||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares surrender | 1,437,500 | 51,866 | 750,000 | ||||
Shares subject to forfeiture | 187,500 | ||||||
Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of Stock (in shares) | 8,625,000 | ||||||
Price per share | $ / shares | $ 0.003 | ||||||
Consideration received | $ | $ 25,000 | ||||||
Number of shares surrender | 1,437,500 | 51,866 | 750,000 | ||||
Number of shares transferred (in shares) | 25,000 | ||||||
Aggregate number of shares owned | 7,187,500 | 6,362,500 | |||||
Shares subject to forfeiture | 187,500 | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Founder Shares | Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Price per share | $ / shares | $ 0.0001 | ||||||
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 ($) | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 19, 2021 |
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | $ 163,205 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | 10,000 | ||
Expenses incurred and paid | $ 31,332 | ||
Accrued Expenses | 31,332 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | 2,000,000 | ||
Amount outstanding under the Working Capital Loans | 1,000,000 | ||
Borrowings under the Working Capital Loans | $ 1,000,000 | ||
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ 10 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - Recurring | Sep. 30, 2021USD ($) |
Assets: | |
Cash held in Trust Account | $ 255,429,243 |
Level 1 | |
Assets: | |
Cash held in Trust Account | $ 255,429,243 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 7 Months Ended |
Sep. 30, 2021itemshares | |
Loss Contingencies [Line Items] | |
Maximum Number Of Demands For Registration Of Securities | item | 3 |
Number of shares issued | shares | 750,000 |
Percentage of cash underwriting discount of gross proceeds | 2.00% |
Percentage of deferred underwriting discount of gross proceeds | 3.50% |
Initial Public Offering | |
Loss Contingencies [Line Items] | |
Term Of Option For Underwriters | 45 days |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) | Sep. 30, 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, 2021shares | Sep. 30, 2021Vote$ / sharesshares | Jul. 14, 2021shares | Jul. 01, 2021$ / sharesshares | Jun. 08, 2021shares | Mar. 19, 2021shares |
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 28,750,000 | 25,000,000 | ||||
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 300,000,000 | |||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 310,851 | |||||
Common shares, shares outstanding (in shares) | 310,851 | |||||
Ratio to be applied to the stock in the conversion | 20 | |||||
Class A ordinary shares subject to possible redemption | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares, par value | $ / shares | 0.0001 | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 25,542,537 | |||||
Class A ordinary shares not subject to possible redemption | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares issued (in shares) | 310,851 | |||||
Common shares, shares outstanding (in shares) | 310,851 | |||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 30,000,000 | |||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | |||||
Common shares, shares issued (in shares) | 6,385,634 | 8,625,000 | ||||
Common shares, shares outstanding (in shares) | 6,385,634 | 7,187,500 | 8,625,000 | |||
Aggregate Of Sponsor Shares Surrendered | 750,000 | 51,866 | 1,437,500 | |||
Shares subject to forfeiture | 187,500 | |||||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% | |||||
Founder Shares | ||||||
Class of Stock [Line Items] | ||||||
Shares Transferred To Independent Directors | 25,000 | |||||
Number of shares held by sponsor | 6,362,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Nov. 20, 2021USD ($) |
Subsequent Event | Sponsor | |
Subsequent Event [Line Items] | |
Due to Related Parties | $ 300,000 |