Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2021 | Dec. 10, 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 | 001-40953 | |
Entity Registrant Name | Iconic Sports Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1596288 | |
Entity Address, Address Line One | 190 Elgin Avenue | |
Entity Address, City or Town | George Town | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-9008 | |
City Area Code | 44 | |
Local Phone Number | (0) 2703 93702 | |
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 | 0001858351 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | ICNC.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the Units | |
Trading Symbol | ICNC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | ICNC WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) | |
Current assets | ||
Cash | $ 3,442 | |
Total current assets | 3,442 | |
Deferred offering costs | 638,091 | |
Total Assets | 641,533 | |
Current liabilities | ||
Accrued expenses | 7,911 | |
Accrued offering costs | 471,207 | |
Promissory note - related party | 151,450 | |
Total Liabilities | 630,568 | |
Commitments and contingencies (Note 8) | ||
Shareholder's Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,137 | |
Accumulated deficit | (14,035) | [1] |
Total Shareholder's Equity | 10,965 | |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 641,533 | |
Class B Common Stock | ||
Shareholder's Equity | ||
Common stock | $ 863 | |
[1] | ASSETS |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Oct. 21, 2021 | Sep. 30, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Over-allotment option | ||
Shares subject to forfeiture | 1,125,000 | |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | |
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 50,000,000 | |
Common shares, shares issued | 8,625,000 | |
Common shares, shares outstanding | 8,625,000 | |
Number of shares issued | 1,437,500 | |
Shares subject to forfeiture | 1,125,000 | |
Class B Common Stock | Over-allotment option | ||
Shares subject to forfeiture | 1,125,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
Formation costs | $ 2,154 | $ 14,035 | |
Net income (loss) | $ (2,154) | $ (14,035) | |
Weighted Average Number of Shares Outstanding, Basic | [1] | 7,500,000 | 7,500,000 |
Weighted Average Number of Shares Outstanding, Diluted | [1] | 7,500,000 | 7,500,000 |
Class B Common Stock | |||
Basic net loss per common share | $ 0 | $ 0 | |
Diluted net loss per common share | $ 0 | $ 0 | |
[1] | On October 21, 2021, the Company issued a share capitalization, resulting in an increase of 1,437,500 Class B ordinary shares for a total of 8,625,000 Class B ordinary shares issued and outstanding . The financial statements and related information have been retrospectively restated to present the share capitalization (see Note 8). Excludes up to 1,125,000 Class B ordinary shares that were subject to forfeiture if the underwriters’ over-allotment option was not exercised in full or in part (see Note 5). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Oct. 21, 2021 | Sep. 30, 2021 |
Over-allotment option | ||
Shares subject to forfeiture | 1,125,000 | |
Class B Common Stock | ||
Number of shares issued | 1,437,500 | |
Common shares, shares issued | 8,625,000 | |
Common shares, shares outstanding | 8,625,000 | |
Shares subject to forfeiture | 1,125,000 | |
Class B Common Stock | Over-allotment option | ||
Shares subject to forfeiture | 1,125,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Apr. 14, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsors | $ 863 | 24,137 | 0 | 25,000 | |
Issuance of Class B common stock to Sponsors (in shares) | 8,625,000 | ||||
Net loss | 0 | (11,881) | (11,881) | ||
Balance at the end at Jun. 30, 2021 | $ 863 | 24,137 | (11,881) | 13,119 | |
Balance at the end (in shares) at Jun. 30, 2021 | 8,625,000 | ||||
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Apr. 14, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (14,035) | ||||
Balance at the end at Sep. 30, 2021 | $ 863 | 24,137 | (14,035) | 10,965 | |
Balance at the end (in shares) at Sep. 30, 2021 | 8,625,000 | ||||
Balance at the beginning at Jun. 30, 2021 | $ 863 | 24,137 | (11,881) | 13,119 | |
Balance at the beginning (in shares) at Jun. 30, 2021 | 8,625,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | 0 | (2,154) | (2,154) | ||
Balance at the end at Sep. 30, 2021 | $ 863 | $ 24,137 | $ (14,035) | $ 10,965 | |
Balance at the end (in shares) at Sep. 30, 2021 | 8,625,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) - shares | Oct. 21, 2021 | Sep. 30, 2021 |
Over-allotment option | ||
Shares subject to forfeiture | 1,125,000 | |
Class A Common Stock | ||
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Class B Common Stock | ||
Number of shares issued | 1,437,500 | |
Common shares, shares issued | 8,625,000 | |
Common shares, shares outstanding | 8,625,000 | |
Shares subject to forfeiture | 1,125,000 | |
Class B Common Stock | Over-allotment option | ||
Shares subject to forfeiture | 1,125,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (14,035) |
Adjustments to reconcile net loss to net cash used in operating activities | |
Formation costs paid by the Sponsor | 3,969 |
Changes in operating assets and liabilities: | |
Accrued expenses | 7,911 |
Net cash used in operating activities | (2,155) |
Cash Flows from Financing Activities: | |
Proceeds from promissory note | 55,000 |
Payments of offering costs | (49,403) |
Net cash provided by financing activities | 5,597 |
Net Change in Cash | 3,442 |
Cash - Beginning | 0 |
Cash - Ending | 3,442 |
Non-Cash Investing and Financing Activities: | |
Deferred offering costs included in accrued offering costs | 471,207 |
Deferred offering costs paid by Sponsor for Class B ordinary shares | 25,000 |
Issuance of related party notes for deferred offering cost | $ 92,481 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 6 Months Ended |
Sep. 30, 2021 | |
Description of Organization, Business Operations and Liquidity | |
Description of Organization, Business Operations and Liquidity | Note 1 — Description of Organization, Business Operations and Liquidity Organization and General Iconic Sports Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 15, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from April 15, 2021 (inception) through September 30, 2021, relates to the Company’s formation and its initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Financing Transaction costs of the IPO amounted to $16,966,617 consisting of $5,900,000 of underwriting discount, $10,325,000 of deferred underwriting discount and $741,617 of other offering costs. Of the transaction costs, $833,823 was included within accumulated deficit and $16,132,794 was included as a reduction to proceeds. Liquidity and Management’s Plan Management believes that the funds which the Company has available following the completion of the IPO will enable it to sustain operations for a period of at least one-year from the issuance date this financial statement. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statement has been alleviated. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least a year from the date the financial statements were issued, and therefore substantial doubt has been alleviated. Risks and Uncertainties |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company 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 independent registered public accounting firm 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 (as defined below)) 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 statement 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 financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $3,442 of operating cash and no cash equivalents as of September 30, 2021. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. 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. Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. Weighted average ordinary shares were reduced for the effect of an aggregate of 1,125,000 Founder Shares (as defined below) that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 3). At September 30, 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 under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic ordinary share for the periods presented. Concentration of Credit Risk Deferred Offering Costs Recent Accounting Pronouncements |
Public Offering
Public Offering | 6 Months Ended |
Sep. 30, 2021 | |
Public Offering | |
Public Offering | Note 3 — Public Offering Pursuant to the IPO, on October 26, 2021 the Company sold 34,500,000 units (the “Units”) at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one Public Warrant (as defined below). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share, $0.0001 par value per share (“Class A Ordinary Share”), at a price of $11.50 per Class A Ordinary Share, subject to adjustments (see Note 6). An aggregate of $10.25 per Unit sold in the IPO is held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. |
Private Placement
Private Placement | 6 Months Ended |
Sep. 30, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement The Company entered into an agreement with the Sponsor pursuant to which the Sponsor purchased an aggregate of 17,025,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (approximately $17,025,000 in the aggregate), in the Private Placement that occurred simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable for one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share, subject to adjustments (see Note 6). A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account. The Company will have until 18 months (or 21 months, as applicable) from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our Class A Ordinary Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On April 20, 2021, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 11,500,000 Class B Ordinary Shares (the “Founder Shares”). On September 29, 2021, the Sponsor forfeited 4,312,500 Founder Shares for no additional consideration resulting in a decrease in the total number of Founder Shares outstanding to 7,187,500. On October 21, 2021, the Company effected a share capitalization with respect to its Founder Shares of 1,437,500 shares thereof, resulting in all of our shareholders immediately prior to the consummation of the IPO, including all of our officers and directors, to the extent they hold such shares (collectively, the “Initial Shareholders”) holding an aggregate of 8,625,000 Founder Shares. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of Class A Ordinary Shares equals or exceeds $12.00 per Class A Ordinary Share (as adjusted for share subdivisions, 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 Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note — Related Party In April 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the consummation of the IPO. As of September 30, 2021, there was $151,450 outstanding under the Promissory Note, which was paid in full upon the IPO. Administrative Support Agreement Commencing on October 21, 2021, the Company will pay the Sponsor a total of $50,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers and directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, no Working Capital Loans were outstanding. |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Sep. 30, 2021 | |
Shareholder's Equity | |
Shareholder's Equity | Note 6 — Shareholder’s Equity Preference Shares —The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, there were no preference shares issued or outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). |
Warrants
Warrants | 6 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | Note 7 — Warrants The Company accounts for the 34,275,000 warrants issued in connection with the IPO (the 17,250,000 Public Warrants and the 17,025,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants— The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 60 60 Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each Public Warrant holder; ● if, and only if, the last reported sale price (the “closing price”) of Class A Ordinary Shares equals or exceeds $18.00 per Class A Ordinary Share (as adjusted) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per Class A Ordinary Shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $10.00 : ● in whole and not in part; ● at $0.10 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A Ordinary Shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A Ordinary Shares; and ● if, and only if, the last reported sale price of the Class A Ordinary Share equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the Public Warrant holders. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A Ordinary Shares as described above under “Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $10.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and shareholder rights agreement dated as of October 26, 2021 (the “Registration and Shareholder Rights Agreement”), requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 4,500,000 additional Units to cover over-allotments at the IPO price less the underwriting discount. On October 25, 2021 the underwriters exercised the over-allotment option in full, generating an additional $45,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the Sponsor did not forfeit any Founder Shares back to the Company. The underwriters were entitled to a cash underwriting discount of $5,900,000 in the aggregate, paid at the closing of the IPO. In addition, $0.35 per Unit, or $10,325,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events Management has evaluated the impact of subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than as described below: On October 21, 2021, the Company issued a share capitalization, resulting in an increase of 1,437,500 Class B ordinary shares for a total of 8,625,000 Class B ordinary shares issued and outstanding The registration statement for the Company’s IPO was declared effective on October 21, 2021. On October 26, 2021, the Company consummated the IPO of 34,500,000 Units at $10.00 per Unit, generating gross proceeds of $345,000,000, including 4,500,000 shares exercised by the underwriters’ over-allotment option in full. Simultaneously with the closing of the IPO, the Company consummated the sale of 17,025,000 Private Placement Warrants at a price of $1.00 per Private Warrant in the Private Placement to certain funds and accounts managed by the Sponsor, generating proceeds of $17,025,000 from the sale of the Private Placement Warrants. Upon the closing of the IPO and the Private Placement, a total of $353,625,000 was deposited in the Trust Account. On October 26, 2021, the Company repaid the Sponsor in full for outstanding balance of $209,855 under the promissory note. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company 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 independent registered public accounting firm 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 (as defined below)) 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 statement 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 financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $3,442 of operating cash and no cash equivalents as of September 30, 2021. |
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 ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
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. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. Weighted average ordinary shares were reduced for the effect of an aggregate of 1,125,000 Founder Shares (as defined below) that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 3). At September 30, 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 under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic ordinary share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk |
Deferred Offering Costs | Deferred Offering Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) - USD ($) | Oct. 26, 2021 | Oct. 25, 2021 | Oct. 21, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Reduction to proceeds | $ 49,403 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 17,025,000 | |||
Price of warrant | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 17,025,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 34,500,000 | 4,500,000 | ||
Share Price | $ 10 | |||
Proceeds from issuance initial public offering | $ 345,000,000 | |||
Sale of Private Placement Warrants (in shares) | 34,275,000 | |||
Transaction Costs | 16,966,617 | |||
Underwriting discount | 5,900,000 | |||
Deferred underwriting discount | 10,325,000 | |||
Other offering costs | 741,617 | |||
Transaction cost included in Accumulated deficit | 833,823 | |||
Reduction to proceeds | $ 16,132,794 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 17,025,000 | |||
Aggregate proceeds held in the Trust Account | $ 353,625,000 | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 17,250,000 | |||
Private placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 17,025,000 | |||
Price of warrant | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 17,025,000 | |||
Private placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 17,025,000 | |||
Price of warrant | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 17,025,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 4,500,000 | |||
Proceeds from issuance initial public offering | $ 45,000,000 | |||
IPO And Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ 10.25 | |||
Aggregate proceeds held in the Trust Account | $ 353,625,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Sep. 30, 2021USD ($)shares |
Operating cash | $ 3,442 |
Cash equivalents | 0 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 |
Deferred offering costs | 638,091 |
Initial Public Offering | |
Deferred offering costs | $ 638,091 |
Over-allotment option | |
Shares subject to forfeiture | shares | 1,125,000 |
Class B Common Stock | |
Shares subject to forfeiture | shares | 1,125,000 |
Class B Common Stock | Over-allotment option | |
Shares subject to forfeiture | shares | 1,125,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Oct. 26, 2021 | Oct. 21, 2021 | Sep. 30, 2021 |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 17,025,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 34,500,000 | 4,500,000 | |
Purchase price, per unit | $ 10 | ||
Transaction Costs | $ 16,966,617 | ||
Deferred Underwriting Discount | 10,325,000 | ||
Underwriting discount | 5,900,000 | ||
Offering costs | $ 741,617 | ||
Number of warrants to purchase shares issued | 34,275,000 | ||
Price per unit held in trust account | $ 10.25 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Common shares, par value, (per share) | $ 0.0001 | ||
Number of warrants to purchase shares issued | 17,250,000 | ||
Initial Public Offering | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate proceeds held in the Trust Account | $ 353,625,000 | ||
Number of warrants to purchase shares issued | 17,025,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 4,500,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Oct. 26, 2021 | Sep. 30, 2021 |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 17,025,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 17,025,000 | |
Private placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 17,025,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 17,025,000 | |
Private placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 17,025,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 17,025,000 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 34,275,000 | |
Months to complete business combination | 18 months | |
Initial Public Offering | Maximum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Months to complete business combination | 21 months | |
Initial Public Offering | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 17,025,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Oct. 21, 2021shares | Sep. 29, 2021shares | Apr. 20, 2021USD ($)shares | Jun. 30, 2021USD ($) | Sep. 30, 2021D$ / sharesshares |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 1,437,500 | ||||
Shares subject to forfeiture | 1,125,000 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate number of shares owned | 8,625,000 | ||||
Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Aggregate number of shares owned | 7,187,500 | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 11,500,000 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Share dividend | 4,312,500 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
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 | ||||
Founder shares that have an share capitalization effect | 1,437,500 | ||||
Founder Shares | Sponsor | Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Oct. 26, 2021 | Oct. 21, 2021 | Sep. 30, 2021 | Apr. 30, 2021 |
Related Party Transaction [Line Items] | ||||
Working capital loans | $ 0 | |||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Repayment of promissory note - related party | $ 209,855 | 151,450 | ||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 50,000 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 1 |
Shareholder's Equity - Preferre
Shareholder's Equity - Preferred Stock Shares (Details) | Sep. 30, 2021$ / sharesshares |
Shareholder's Equity | |
Preferred shares, shares authorized | 5,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholder's Equity - Common S
Shareholder's Equity - Common Stock Shares (Details) | Oct. 21, 2021shares | Sep. 30, 2021Vote$ / sharesshares |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 0 | |
Common shares, shares outstanding (in shares) | 0 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, shares issued (in shares) | 8,625,000 | |
Common shares, shares outstanding (in shares) | 8,625,000 | |
Number of shares issued | 1,437,500 | |
Ratio to be applied to the stock in the conversion | 20 |
Warrants (Details)
Warrants (Details) | 6 Months Ended | |
Sep. 30, 2021item$ / sharesshares | Oct. 26, 2021shares | |
Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | shares | 34,275,000 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | shares | 17,025,000 | |
Private Placement Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | shares | 17,025,000 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period after the completion of a Business Combination | 30 days | |
Maximum period after business combination in which to file registration statement | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Public Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | shares | 17,250,000 | |
Public Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Threshold issue price per share | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold trading days determining weighted average trading price | 20 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | item | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Oct. 26, 2021 | Oct. 25, 2021 | Oct. 21, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred fee per unit | $ 0.35 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 34,500,000 | 4,500,000 | ||
Proceeds from issuance of units | $ 345,000,000 | |||
Deferred underwriting fee payable | $ 10,325,000 | |||
Underwriter cash discount | $ 5,900,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 4,500,000 | |||
Proceeds from issuance of units | $ 45,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 26, 2021 | Oct. 25, 2021 | Oct. 21, 2021 | Sep. 30, 2021 |
Promissory Note with Related Party | ||||
Subsequent Event [Line Items] | ||||
Repayment of promissory note - related party | $ 209,855 | $ 151,450 | ||
Private Placement Warrants | ||||
Subsequent Event [Line Items] | ||||
Number of warrants to purchase shares issued | 17,025,000 | |||
Proceeds from sale of Private Placement Warrants | $ 17,025,000 | |||
Price of warrants | $ 1 | |||
Class A Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common shares, shares issued | 0 | |||
Common shares, shares outstanding | 0 | |||
Class B Common Stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 1,437,500 | |||
Common shares, shares issued | 8,625,000 | |||
Common shares, shares outstanding | 8,625,000 | |||
Initial Public Offering | ||||
Subsequent Event [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 34,500,000 | 4,500,000 | ||
Share Price | $ 10 | |||
Proceeds from issuance initial public offering | $ 345,000,000 | |||
Number of warrants to purchase shares issued | 34,275,000 | |||
Purchase price, per unit | $ 10 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsequent Event [Line Items] | ||||
Number of warrants to purchase shares issued | 17,025,000 | |||
Aggregate Proceeds Held In Trust Account | $ 353,625,000 | |||
Over-allotment option | ||||
Subsequent Event [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 4,500,000 | |||
Proceeds from issuance initial public offering | $ 45,000,000 |