Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Current Fiscal Year End Date | --12-31 |
Entity Registrant Name | Prime Impact Acquisition I |
Entity Central Index Key | 0001819175 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Country | CA |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share |
Trading Symbol | PIAI |
Security Exchange Name | NYSE |
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 |
Capital Units [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share |
Trading Symbol | PIAI.U |
Security Exchange Name | NYSE |
Warrant [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
Trading Symbol | PIAI.W |
Security Exchange Name | NYSE |
Entity Common Stock, Shares Outstanding | 14,322,337 |
Common Class A [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 25,803,712 |
Common Class B [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 8,102,103 |
Condensed Balance sheet
Condensed Balance sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,551,346 | $ 1,600,255 |
Prepaid expenses | 261,250 | 334,348 |
Total current assets | 1,812,596 | 1,934,603 |
Investments held in Trust Account | 324,188,394 | 324,170,661 |
Total Assets | 326,000,990 | 326,105,264 |
Current liabilities: | ||
Accounts payable | 486,786 | 117,253 |
Accrued expenses | 163,837 | 133,837 |
Due to related party | 419,487 | 419,487 |
Total current liabilities | 1,070,110 | 670,577 |
Derivative warrant liabilities | 13,606,830 | 25,624,874 |
Deferred underwriting commissions | 11,342,945 | 11,342,945 |
Total liabilities | 26,019,885 | 37,638,396 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares; 29,498,110 and 28,346,686 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 294,981,100 | 283,466,860 |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | 11,462,902 |
Retained earnings (accumulated deficit) | 4,998,904 | (6,464,110) |
Total shareholders' equity | 5,000,005 | 5,000,008 |
Total Liabilities and Shareholders' Equity | 326,000,990 | 326,105,264 |
Common Class A [Member] | ||
Shareholders' Equity: | ||
Common stock | 291 | 406 |
Common Class B [Member] | ||
Shareholders' Equity: | ||
Common stock | $ 810 | $ 810 |
Condensed Balance sheet (Parent
Condensed Balance sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Temporary equity, shares subject to possible redemption | 29,498,110 | 28,346,686 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 2,910,304 | 4,061,728 |
Common stock shares outstanding | 2,910,304 | 4,061,728 |
Common stock, shares subject to possible redemption | 29,498,110 | 28,346,686 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 8,102,103 | 8,102,103 |
Common stock shares outstanding | 8,102,103 | 8,102,103 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 491,586 |
Administrative expenses - related party | 30,000 |
Loss from operations | (521,586) |
Change in fair value of derivative warrant liabilities | 12,018,044 |
Interest income | 46 |
Income from investments held in Trust Account | 17,733 |
Net income | $ 11,514,237 |
Common Class A [Member] | |
Weighted average ordinary shares outstanding, basic and diluted | shares | 32,408,414 |
Basic and diluted net loss per ordinary share | $ / shares | $ 0 |
Common Class B [Member] | |
Weighted average ordinary shares outstanding, basic and diluted | shares | 8,102,103 |
Basic and diluted net loss per ordinary share | $ / shares | $ 1.42 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Ordinary Shares [Member]Class A [Member] | Ordinary Shares [Member]Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning Balance at Dec. 31, 2020 | $ 5,000,008 | $ 406 | $ 810 | $ 11,462,902 | $ (6,464,110) |
Beginning Balance, Shares at Dec. 31, 2020 | 4,061,728 | 8,102,103 | |||
Reclassification of additional paid-in capital against retained earnings | 51,223 | (51,223) | |||
Shares subject to possible redemption | (11,514,240) | $ (115) | $ 0 | (11,514,125) | 0 |
Shares subject to possible redemption, Shares | (1,151,424) | 0 | |||
Net income | 11,514,237 | $ 0 | $ 0 | 0 | 11,514,237 |
Ending balance at Mar. 31, 2021 | $ 5,000,005 | $ 291 | $ 810 | $ 0 | $ 4,998,904 |
Ending balance, Shares at Mar. 31, 2021 | 2,910,304 | 8,102,103 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 11,514,237 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (12,018,044) |
Income from investments held in Trust Account | (17,733) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 73,098 |
Accounts payable | 369,533 |
Accrued expenses | 30,000 |
Net cash used in operating activities | (48,909) |
Net decrease in cash | (48,909) |
Cash - beginning of the period | 1,600,255 |
Cash - ending of the period | 1,551,346 |
Supplemental disclosure of noncash investing and financing activities: | |
Change in value of Class A ordinary shares subject to possible redemption | $ 11,514,240 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Prime Impact Acquisition I (the “Company”) was incorporated as a Cayman Islands exempted company on July 21, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 21, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the preparation of the initial public offering described below (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Prime Impact Cayman, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on September 9, 2020. On September 14, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, inclusive of approximately $10.5 million in deferred underwriting commissions (Note 6). The underwriters were granted a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,400,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.1 million (Note 4). Simultaneously with the closing of the Over-allotment Units, on October 6, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an additional 321,122 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $0.5 million. Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and was invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 14, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.6 million in its operating bank account and working capital of approximately $0.7 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), a loan of approximately $98,000 pursuant to the Note issued to the Sponsor (Note 5). The Company repaid the Note in full on September 16, 2020. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 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 statements. 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 statements, 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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. As of March 31, 2021 and December 31, 2020, there were no cash equivalents held outside of the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed non-current The 10,802,804 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,721,122 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature 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) are 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, as of March 31, 2021 and December 31, 2020, an aggregate of 29,498,110 and 28,346,686 class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. Income Taxes FASB ASC Topic 740, “Income Taxes” 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. There were no unrecognized tax benefits as of March 31, 2021. 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. No amounts were accrued for the payment of interest and penalties as of March 31, 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. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 10,802,804 warrants sold in the Initial Public Offering and 5,721,122 warrants sold in the Private Placement to purchase an aggregate of 16,523,926 of the Company’s Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On September 14, 2020, the Company consummated the Initial Public Offering of 30,000,000 units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, inclusive of approximately $10.5 million in deferred underwriting commissions. The underwriters were granted a 45-day Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement with the purchase of 5,400,000 Private Placement Warrants by the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.1 million. Simultaneously with the closing of the Over-allotment Units, on October 6, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 321,122 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $0.5 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On July 23, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”). The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 3, 2020, the Sponsor transferred 20,000 Founder Shares to each of Cathleen Benko, Roger Crockett, Dixon Doll, Keyur Patel and Joanna Strober. Such Founder Shares were not be subject to forfeiture in the event the underwriters’ over-allotment was not exercised. On October 2, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 2,408,414 Units. On October 24, 2020 (the 45th day follow the Underwriting Agreement), 522,897 Class B ordinary shares were forfeited. The Initial Shareholders 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 initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading sub-divisions, 30-trading lock-up. Related Party Loans On July 23, 2020, the Sponsor had agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team 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 $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. On September 14, 2020, the Company received from the Sponsor $900,000 in advance to purchase up to 600,000 Private Placement Warrants if the over-allotment option was exercised in full. The Sponsor had prefunded the $900,000 assuming the over-allotment would be exercised in full. On October 6, 2020, the underwriters elected to partially exercise the over-allotment resulting in the purchase of 321,122 Private Placement Warrants by the Sponsor for $481,683. The remaining $418,317 will be refunded to the Sponsor and consequently was reclassified as due to related party. Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the date that the Company’s securities are first listed on the NYSE through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services. The Company incurred $30,000 in expenses in connection with such services during the three months ended March 31, 2021 as reflected in the Administrative expenses—related party on the accompanying statement of operations. As of March 31, 2021 and December 31, 2020, the Company had $65,000 and $35,000, respectively, in accrued expenses in connection with such services as reflected in the accompanying balance sheet. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the 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 Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. 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 The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10.5 million 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. If the option to purchase additional units was exercised in full, the underwriters would have been entitled to an aggregate of $900,000 in fees payable upon closing and additional deferred underwriting commissions of approximately $1.6 million. On October 2, 2020, the over-allotment option was partially exercised, resulting in an underwriting discount of approximately $0.5 million deducted from the proceeds received for sale of the Over-Allotment Units, and approximately $0.8 million of deferred underwriting commissions. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of March 31, 2021 and December 31, 2020, the Company had 10,802,804 Public Warrants and 5,721,122 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the 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), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. As of March 31, 2021 and December non-redeemable Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted per share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, sub-divisions, The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 8 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class A ordinary shares subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets, respectively. Class B Ordinary Shares The Class B ordinary shares will automatically convert into Class A ordinary shares immediately upon the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: As of March 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account—U.S. Treasury Securities $ 324,188,394 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 8,858,299 $ — $ — Derivative warrant liabilities—Private placement warrants $ — $ — $ 4,748,531 As of December 31, 2020 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 324,167,758 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 16,528,290 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 9,096,584 (1) Excludes $2,903 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. During the period from July 21, 2020 (inception) through December 31, 2020, the estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, upon trading of the Public Warrants in an active market. There were no transfers between levels of the hierarchy for the three months ended March 31, 2021. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in November 2020. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.73 $ 10.10 Volatility 13.9 % 21.8 % Term 6.00 6.25 Risk-free rate 1.16 % 0.54 % Dividend yield 0.0 % 0.0 % Probability of business combination 88 % 88 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three months ended March 31, 2021 is summarized as follows: Level 3 derivative warrant liabilities at January 1, 2021 $ 9,096,584 Change in fair value of derivative warrant liabilities (4,348,053 ) Level 3 derivative warrant liabilities at March 31, 2021 $ 4,748,531 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through May 28 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basic of presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 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 statements. 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 statements, 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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. As of March 31, 2021 and December 31, 2020, there were no cash equivalents held outside of the Trust Account. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
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 FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilitie | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed non-current The 10,802,804 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,721,122 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature 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) are 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, as of March 31, 2021 and December 31, 2020, an aggregate of 29,498,110 and 28,346,686 class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” 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. There were no unrecognized tax benefits as of March 31, 2021. 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. No amounts were accrued for the payment of interest and penalties as of March 31, 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. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 10,802,804 warrants sold in the Initial Public Offering and 5,721,122 warrants sold in the Private Placement to purchase an aggregate of 16,523,926 of the Company’s Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: As of March 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account—U.S. Treasury Securities $ 324,188,394 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 8,858,299 $ — $ — Derivative warrant liabilities—Private placement warrants $ — $ — $ 4,748,531 As of December 31, 2020 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 324,167,758 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 16,528,290 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 9,096,584 (1) Excludes $2,903 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value |
Summary of the Table Provides Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at their Measurement Dates | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.73 $ 10.10 Volatility 13.9 % 21.8 % Term 6.00 6.25 Risk-free rate 1.16 % 0.54 % Dividend yield 0.0 % 0.0 % Probability of business combination 88 % 88 % |
Summary of Change in Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three months ended March 31, 2021 is summarized as follows: Level 3 derivative warrant liabilities at January 1, 2021 $ 9,096,584 Change in fair value of derivative warrant liabilities (4,348,053 ) Level 3 derivative warrant liabilities at March 31, 2021 $ 4,748,531 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Oct. 06, 2020 | Oct. 02, 2020 | Sep. 16, 2020 | Sep. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Deferred underwriting commission payable non current | $ 11,342,945 | $ 11,342,945 | ||||
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | |||||
Payments towards restricted investments | $ 24,100,000 | $ 300,000,000 | ||||
Term of restricted investments | 185 days | 185 days | ||||
Temporary equity redemption price per share | $ 10 | $ 10 | ||||
Minimum net worth needed post business combination | $ 5,000,001 | |||||
Percentage of the public shareholding that can be transferred without restriction | 20.00% | |||||
Percentage of public shareholding due to be redeemed in case of non occurrence of business combination | 100.00% | |||||
Time needed for consummation of business combination | 24 months | |||||
Due date for completion of business combination | Sep. 14, 2022 | |||||
Number of days after the due date for completion of business combination within which public shares shall be redeemed | 10 days | |||||
Estimated expenses payable on liquidation | $ 100,000 | |||||
Per share amount to be maintained in the trust account for redemption of public shares | $ 10 | |||||
Net working capital | $ 700,000 | |||||
Cash available in the operating bank account | 1,600,000 | |||||
Working capital loan outstanding | $ 0 | |||||
Maximum [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Per share amount to be maintained in the trust account for redemption of public shares | $ 10 | |||||
Minimum [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Percentage of the net assets in the trust account of the prospective acquirer excluding taxes and deferred underwriting expenses | 80.00% | |||||
Equity method investment ownership percentage | 50.00% | |||||
Temporary equity redemption price per share | $ 10 | |||||
Per share amount to be maintained in the trust account for redemption of public shares | 10 | |||||
Prime Impact Cayman LLC [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | |||||
Proceeds from related party debt | $ 900,000 | |||||
Prime Impact Cayman LLC [Member] | Related Party Note Tranche One [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Proceeds from related party debt | $ 98,000 | |||||
Repayment of related party debt | $ 98,000 | |||||
Common Class A [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Proceeds from initial public offer | $ 300,000,000 | 300,000,000 | ||||
Common Class A [Member] | IPO [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Stock shares issued during the period during new issues shares | 30,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Adjustment to additional paid in capital stock issuance costs | 17,100,000 | |||||
Deferred underwriting commission payable non current | $ 10,500,000 | |||||
Common Class A [Member] | Over-Allotment Option [Member] | Prime Impact Cayman LLC [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Stock shares issued during the period during new issues shares | 2,408,414 | |||||
Sale of stock issue price per share | $ 10 | |||||
Deferred underwriting commission payable non current | $ 800,000 | |||||
Number of days granted to underwriters to subscribe to over-Allotment option | 45 days | |||||
Common stock shares issuable | 4,500,000 | |||||
Proceeds from issuance of common stock | 24,100,000 | |||||
Underwriting expenses | $ 1,300,000 | |||||
Class of warrants or rights number of warrants issued during the period | 800,000 | |||||
Common Class B [Member] | Prime Impact Cayman LLC [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Stock shares issued during the period value for services rendered | $ 25,000 | |||||
Private Placement Warrants [Member] | Private Placement [Member] | Prime Impact Cayman LLC [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements And Significant Accounting Policies [Line Items] | ||||||
Class of warrants or rights number of warrants issued during the period | 321,122 | 5,400,000 | ||||
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | |||||
Class of warrants or rights issue price per unit of warrant | $ 1.50 | |||||
Proceeds from issue of warrants | $ 500,000 | $ 8,100,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Oct. 24, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | |||
Cash insured | $ 250,000 | ||
Unrecognized income tax benefits | 0 | ||
Unrecognized income tax benefits accrued interest and penalty | $ 0 | ||
Net Asset Value Per Share | $ 1 | ||
Interest earned on marketable securities held In trust account net of tax | $ 18,000 | ||
Net income | $ 11,514,237 | ||
Restricted investments term | 185 days | ||
Public Warrants [Member] | |||
Accounting Policies [Line Items] | |||
Number of warrants or rights outstanding | 10,802,804 | 10,802,804 | |
Private Placement Warrants [Member] | |||
Accounting Policies [Line Items] | |||
Number of warrants or rights outstanding | 5,721,122 | 5,721,122 | |
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Number of shares issued | 10,802,804 | ||
Private Placement [Member] | |||
Accounting Policies [Line Items] | |||
Number of shares issued | 5,721,122 | ||
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Common stock, shares subject to possible redemption | 29,498,110 | 28,346,686 | |
Common Class A [Member] | Initial Public Offer And Private Placement [Member] | |||
Accounting Policies [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share | 16,523,926 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Oct. 02, 2020 | Sep. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | |||
Deferred underwriting commission payable non current | $ 11,342,945 | $ 11,342,945 | ||
Prime Impact Cayman LLC [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | |||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from initial public offer | $ 300,000,000 | $ 300,000,000 | ||
Common Class A [Member] | IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock shares issued during the period during new issues shares | 30,000,000 | |||
Sale of stock issue price per share | $ 10 | |||
Adjustment to additional paid in capital stock issuance costs | 17,100,000 | |||
Deferred underwriting commission payable non current | $ 10,500,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | Prime Impact Cayman LLC [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock shares issued during the period during new issues shares | 2,408,414 | |||
Sale of stock issue price per share | $ 10 | |||
Number of days granted to underwriters to subscribe to over-Allotment option | 45 days | |||
Common stock shares issuable | 4,500,000 | |||
Proceeds from issuance of common stock | $ 24,100,000 | |||
Underwriting expenses | 1,300,000 | |||
Deferred underwriting commission payable non current | $ 800,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | Sep. 14, 2020 | Mar. 31, 2021 |
Private Placement [Line Items] | |||
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | ||
Prime Impact Cayman LLC [Member] | |||
Private Placement [Line Items] | |||
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | ||
Private Placement Warrants [Member] | Private Placement [Member] | Prime Impact Cayman LLC [Member] | |||
Private Placement [Line Items] | |||
Class of warrants or rights number of warrants issued during the period | 321,122 | 5,400,000 | |
Class of warrants or rights exercise price per unit of warrant | $ 11.50 | ||
Class of warrants or rights issue price per unit of warrant | $ 1.50 | ||
Proceeds from issue of warrants | $ 0.5 | $ 8.1 | |
Private Placement Warrants [Member] | Private Placement [Member] | Sponsors Officers And Directors [Member] | |||
Private Placement [Line Items] | |||
Class of warrants or rights lock in period post business combination | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 24, 2020 | Oct. 06, 2020 | Oct. 02, 2020 | Sep. 16, 2020 | Sep. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 23, 2020 |
Related Party Transaction [Line Items] | ||||||||
Number of warrants to be repurchased | 600,000 | |||||||
Ordinary shares forfeited | 522,897 | |||||||
Related Party Transaction Amount Prefunded by Sponsor | $ 900,000 | |||||||
Due to Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayment of related party debt | $ 418,317 | |||||||
Common Class A [Member] | Condition For Transfer Of Founder Shares Post Business Combination [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days | 30 days | |||||||
Number of days needed after the consummation of business combination | 150 days | |||||||
Prime Impact Cayman LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face value | $ 300,000 | |||||||
Proceeds from related party debt | $ 900,000 | |||||||
Prime Impact Cayman LLC [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period value for services rendered | $ 25,000 | |||||||
Prime Impact Cayman LLC [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period value for services rendered | $ 25,000 | |||||||
Stock shares issued during the period shares for services rendered | 8,625,000 | |||||||
Common stock shares subject to forfeiture | 1,125,000 | |||||||
Percentage of shareholding | 20.00% | |||||||
Stock shares issued during the period during new issues shares | 2,408,414 | |||||||
Prime Impact Cayman LLC [Member] | Founder Shares [Member] | Common Class B [Member] | Restriction Of Share Transfer By Founders Post Business Combination [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Period for which the shares shall not be transferred | 1 year | |||||||
Share price | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days | 30 days | |||||||
Number of days needed after the consummation of business combination | 150 days | |||||||
Prime Impact Cayman LLC [Member] | Related Party Note Tranche One [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party debt | $ 98,000 | |||||||
Repayment of related party debt | $ 98,000 | |||||||
Cathleen Benko [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares transferred and not subject to forfeiture | 20,000 | |||||||
Roger Crockett [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares transferred and not subject to forfeiture | 20,000 | |||||||
Dixon Doll [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares transferred and not subject to forfeiture | 20,000 | |||||||
Keyur Patel [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares transferred and not subject to forfeiture | 20,000 | |||||||
Joanna Strober [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares transferred and not subject to forfeiture | 20,000 | |||||||
Prime Impact Cayman LLC And Affiliates [Member] | Working Capital Loan Convertible Into Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working capital loan convertible into warrants post business combination | $ 1,500,000 | |||||||
Working capital loan convertible into warrants conversion price per warrant | $ 1.50 | |||||||
Prime Impact Cayman LLC And Affiliates [Member] | Administrative Services Agreement [Member] | Securities To Be Listed Either At The Time Of Business Combination Or Liquidation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction administration and related expenses | $ 10,000 | |||||||
Prime Impact Cayman LLC And Affiliates [Member] | Administrative Services Agreement [Member] | Securities To Be Listed Either At The Time Of Business Combination Or Liquidation [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction administration and related expenses | 65,000 | $ 35,000 | ||||||
Prime Impact Cayman LLC And Affiliates [Member] | Administrative Services Agreement [Member] | Securities To Be Listed Either At The Time Of Business Combination Or Liquidation [Member] | Operating Expense [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction administration and related expenses | $ 30,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period during new issues shares | 321,122 | |||||||
Stock Issued During Period, Value, New Issues | $ 481,683 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Oct. 02, 2020 | Sep. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | ||||
Deferred underwriting commission non current | $ 11,342,945 | $ 11,342,945 | ||
Underwriting Agreement [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Deferred underwriting commission per share | $ 0.35 | |||
Deferred underwriting commission non current | $ 10,500,000 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Deferred underwriting commission non current | $ 800,000 | |||
Underwriter fee payable | 900,000 | |||
Additional deferred underwriting commission non current | $ 1,600,000 | |||
Underwriting discount | $ 500,000 | |||
Over-Allotment Option [Member] | Prime Impact Cayman LLC [Member] | Common Class A [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Number of days granted to underwriters to subscribe to over-Allotment option | 45 days | |||
Common stock shares issuable | 4,500,000 | |||
Stock shares issued during the period during new issues shares | 2,408,414 | |||
Deferred underwriting commission non current | $ 800,000 | |||
Underwriting discount | $ 1,300,000 | |||
IPO [Member] | Underwriting Agreement [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Underwriting discount per share | $ 0.20 | |||
Payment of stock issuance costs | $ 6,000,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Stock shares issued during the period during new issues shares | 30,000,000 | |||
Deferred underwriting commission non current | $ 10,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Warrants exercise price | $ 11.50 | |
Warrants and rights outstanding, term | 5 years | |
Shares issued, price per share | $ 9.20 | |
Percent of gross proceeds | 60.00% | |
Market Value One [Member] | ||
Volume-weighted average trading price | $ 9.20 | |
Percent of redemption of warrants adjusted to market value | 115.00% | |
Market Value Two [Member] | ||
Volume-weighted average trading price | $ 10 | |
Percent of redemption of warrants adjusted to market value | 100.00% | |
Market Value Three [Member] | ||
Volume-weighted average trading price | $ 18 | |
Percent of redemption of warrants adjusted to market value | 180.00% | |
Private Placement Warrants [Member] | ||
Number of warrants or rights outstanding | 5,721,122 | 5,721,122 |
Public Warrants [Member] | ||
Number of warrants or rights outstanding | 10,802,804 | 10,802,804 |
Common Class A [Member] | ||
Ratio of redemption feature per warrant | 36.1 | |
Common Class A [Member] | Market Value Two [Member] | ||
Redemption price per warrant | $ 0.10 | |
Common Class A [Member] | Market Value Three [Member] | ||
Redemption price per warrant | $ 0.01 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 2,910,304 | 4,061,728 |
Common stock shares outstanding | 2,910,304 | 4,061,728 |
Temporary equity shares outstanding | 29,498,110 | 28,346,686 |
Common Class A [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 32,408,414 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 8,102,103 | 8,102,103 |
Common stock shares outstanding | 8,102,103 | 8,102,103 |
Percentage of amount of convertible shares to be issued | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities | Public Warrants [Member] | |||
Liabilities: | |||
Financial Liabilities Fair Value Disclosure | $ 8,858,299 | $ 16,528,290 | |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities | Private Placement Warrants [Member] | |||
Liabilities: | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, fair value disclosure | [1] | 324,188,394 | 324,167,758 |
Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities | Public Warrants [Member] | |||
Liabilities: | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities | Private Placement Warrants [Member] | |||
Liabilities: | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, fair value disclosure | [1] | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities | Public Warrants [Member] | |||
Liabilities: | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities | Private Placement Warrants [Member] | |||
Liabilities: | |||
Financial Liabilities Fair Value Disclosure | 4,748,531 | 9,096,584 | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, fair value disclosure | [1] | $ 0 | $ 0 |
[1] | Excludes $2,903 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) | Dec. 31, 2020USD ($) |
Fair Value, Recurring [Member] | Money Market Funds [Member] | |
Fair Value Assets Measured On Recurring Basis [Line Items] | |
Assets, fair value disclosure | $ 2,903 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Table Provides Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at their Measurement Dates (Detail) - Level 3 - $ / shares | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Stock price | $ 9.73 | $ 10.10 |
Volatility | 13.90% | 21.80% |
Term | 6 years | 6 years 3 months |
Risk-free rate | 1.16% | 0.54% |
Dividend yield | 0.00% | 0.00% |
Probability of business combination | 88.00% | 88.00% |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Change in Fair Value of the Derivative Warrant Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Disclosure Of Change In Fair Value Of The Derivative Warrant Liabilities [Line Items] | |
Level 3 derivative warrant liabilities at January 1, 2021 | $ 25,624,874 |
Change in fair value of derivative warrant liabilities | (12,018,044) |
Level 3 derivative warrant liabilities at March 31, 2021 | 13,606,830 |
Level 3 | |
Disclosure Of Change In Fair Value Of The Derivative Warrant Liabilities [Line Items] | |
Level 3 derivative warrant liabilities at January 1, 2021 | 9,096,584 |
Change in fair value of derivative warrant liabilities | (4,348,053) |
Level 3 derivative warrant liabilities at March 31, 2021 | $ 4,748,531 |