Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 25, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Entity Registrant Name | RMG Acquisition Corp. II | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001820143 | |
Document Transition Report | false | |
Entity Address, State or Province | NY | |
One Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | RMGBU | |
Security Exchange Name | NASDAQ | |
Class A Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | RMGB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Warrants to purchase Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | RMGBW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,691,425 | $ 3,334,227 |
Prepaid expenses | 884,231 | 1,220,558 |
Total current assets | 2,575,656 | 4,554,785 |
Cash held in Trust Account | 345,006,059 | 345,000,963 |
Total Assets | 347,581,715 | 349,555,748 |
Current liabilities: | ||
Accounts payable | 15,036 | 1,301,044 |
Accrued expenses | 226,256 | 146,000 |
Accrued expenses - related party | 18,000 | 18,000 |
Total current liabilities | 259,292 | 1,465,044 |
Deferred legal fees | 400,000 | 400,000 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Derivative warrant liabilities | 26,678,600 | 31,866,110 |
Total liabilities | 39,412,892 | 45,806,154 |
Commitments and Contingencies | ||
Class A ordinary shares; 30,316,882 and 29,874,959 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 303,168,820 | 298,749,590 |
Stockholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 11,579,960 | 15,999,145 |
Accumulated deficit | (6,581,238) | (11,000,467) |
Total shareholders' equity | 5,000,003 | 5,000,004 |
Total Liabilities and Shareholders' Equity | 347,581,715 | 349,555,748 |
Class A Common stock | ||
Stockholders' Equity: | ||
Common stock, value | 418 | 463 |
Class B common stock | ||
Stockholders' Equity: | ||
Common stock, value | $ 863 | $ 863 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,183,118 | 4,625,041 |
Common stock shares outstanding | 4,183,118 | 4,625,041 |
Class A common stock, subject to possible redemption | 30,316,882 | 29,874,959 |
Class A common stock, subject to possible redemption price per share | $ 10 | $ 10 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock shares outstanding | 8,625,000 | 8,625,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 773,426 |
Loss from operations | (773,426) |
Other income (expense) | |
Change in fair value of derivative warrant liabilities | 5,187,510 |
Interest income | 48 |
Unrealized gain on investments held in Trust Account | 5,097 |
Total other income (expense) | 5,192,655 |
Net income | $ 4,419,229 |
Subject to Redemption [Member] | |
Other income (expense) | |
Weighted average shares outstanding of common stock, basic and diluted | shares | 30,049,323 |
Basic and diluted net income per share, common stock | $ / shares | $ 0 |
Common Stock [Member] | |
Other income (expense) | |
Weighted average shares outstanding of common stock, basic and diluted | shares | 13,245,131 |
Basic and diluted net income per share, common stock | $ / shares | $ 0.33 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-In Capital | Accumulated Deficit | Class A Common stock | Class A Common stockOrdinary Shares | Class B common stock | Class B common stockOrdinary Shares |
Balance at Dec. 31, 2020 | $ 5,000,004 | $ 15,999,145 | $ (11,000,467) | $ 463 | $ 863 | ||
Balance (in shares) at Dec. 31, 2020 | 4,625,041 | 4,625,041 | 8,625,000 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares subject to possible redemption | (4,419,230) | (4,419,185) | 0 | $ (45) | $ 0 | ||
Shares subject to possible redemption (in shares) | (441,923) | 0 | |||||
Net income | 4,419,229 | 0 | 4,419,229 | $ 0 | $ 0 | ||
Balance at Mar. 31, 2021 | $ 5,000,003 | $ 11,579,960 | $ (6,581,238) | $ 418 | $ 863 | ||
Balance (in shares) at Mar. 31, 2021 | 4,183,118 | 4,183,118 | 8,625,000 | 8,625,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 4,419,229 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (5,187,510) |
Unrealized gain on investments held in Trust Account | (5,096) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 336,327 |
Accounts payable | (1,286,008) |
Accrued expenses | 80,256 |
Net cash used in operating activities | (1,642,802) |
Net decrease in cash | (1,642,802) |
Cash - beginning of the period | 3,334,227 |
Cash - ending of the period | 1,691,425 |
Supplemental disclosure of noncash investing and financing activities: | |
Value of Class A ordinary shares subject to possible redemption | $ 4,419,230 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization, Business Operations and Basis of Presentation RMG Acquisition Corporation II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 28, 2020 (date of inception). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (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 28, 2020 (date of inception) through March 31, 2021 relates to the Company’s formation and the preparation for the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is RMG Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2020. On December 14, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions and $400,000 in deferred legal fees (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,026,807 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and 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 (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) 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 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 general 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, expenses relating to the administration of the trust account and limited withdrawals for working capital). 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 15% 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 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 December 14, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share The Initial Shareholders 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 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 in 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, expenses relating to the administration of the trust account and limited withdrawals for working capital, 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 $1.7 million in cash, and working capital of approximately $2.3 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 by the Sponsor to cover for certain expenses on behalf of the Company in exchange for issuance of the Founders Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $151,000 under the Note (as defined in Note 5). The Company repaid the Note in full on December 15, 2020. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account 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 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim 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 for the year ended December 31, 2021, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in Amendment No. 2 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Use of Estimates The preparation of financial statements in conformity with U.S. 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 unaudited condensed financial statements and the reported amounts of the expenses during the period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of approximately $345.0 million as of March 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, 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 securities is included in net gain on investments held in Trust Account in the accompanying 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. 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. At 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of March 31, 202 1 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 815-15. re-assessed The Company issued an aggregate of 11,500,000 common stock warrants associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option and we issued 7,026,807 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock 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, at March 31, 2021 and December 31, 2020, 30,316,882 and 29,874,959, respectively, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $13,570,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $19,746,700, to the Class A Ordinary shares. A portion of the 34,500,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Earnings (Loss) Per Share Net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,526,807 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of earnings (loss) per share for Redeemable Class A ordinary share in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Redeemable Class A ordinary shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for Non-Redeemable Class A and Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Redeemable Class A ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-Redeemable Class A and Class B ordinary shares includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-Redeemable Class A and Class B ordinary shares participates in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. The basic and diluted income pe r common share is calculated as follows: Reconciliation of Net Income (Loss) per Share: For The Redeemable Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to Redeemable Class A ordinary shares Income from investments held in Trust Account 4,479 Less: Company’s portion available to be withdrawn to pay taxes — Net earnings 4,479 Denominator: Weighted average Redeemable Class A ordinary shares Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary shares 30,049,323 Basic and diluted net earnings per share, Redeemable Class A ordinary shares $ -- Non-Redeemable Class A and Class B ordinary shares Numerator: Net Income plus Net income 4,419,229 Net income allocable to Class A common stock subject to possible redemption 4,479 Non-redeemable net income $ 4,423,708 Denominator: Weighted average Non-Redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B ordinary shares 13,245,131 Basic and diluted net income $ 0.33 Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, 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 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On December 14, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions and $400,000 in deferred legal fees. Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,026,807 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.5 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In July 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 10,062,500 Class B ordinary shares (the “Founder Shares”). On December 2, 2020, the Sponsor effected a surrender of 2,875,000 Class B ordinary shares to the Company for no consideration. On December 9, 2020, the Company effected a share split with respect to the Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and the share split. 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. The underwriter exercised its over-allotment option in full on December 14, 2020; thus, the 1,125,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Related Party Loans On July 30, 2020, the Sponsor 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 is 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 lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 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. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company agreed to pay an affiliate of the Sponsor a total of $40,000 per month for office space, administrative and support services (including salaries). Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $120,000 in expenses in connection with such services during the three months ended March 31, 2021 as reflected in the accompanying statement of operations. As of March 31, 2021, the Company had nil in accrued e xpenses—related-party in connection with such services . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. 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 $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 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. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer half of their fees until the closing of the initial Business Combination. As of March 31, 2021, the Company recorded an aggregate of $400,000 in connection with such arrangement as deferred legal fees in the accompanying balance sheet. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Class A Ordinary Shares Class B Ordinary Shares — Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one sub-divisions, as-converted Preference Shares — |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 8 — Derivative Warrant Liabilities As of March 31, 2021 and December 31, 2020, the Company has 11,500,000 Public Warrants and 7,026,807 Private Placement 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 issuance of the Class A ordinary shares issuable upon exercise of the 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 permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that 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, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. 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 issue 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 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) (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 Class A ordinary shares during the 20 trading day period starting on the trading day prior to 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, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be 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 redeem the outstanding warrants (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 not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading sub-divisions, The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day 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 • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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. |
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 table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2021: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 345,006,059 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 16,560,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ 10,118,600 $ — December 31, 2020: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 345,000,963 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ — $ 19,780,000 Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 12,086,110 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in February 2021, when the Public Warrants were separately listed and traded. The Private Placement Warrant were transferred from a Level 3 measurement to a Level 2 measurement in February 2021, when the Public Warrants were separately listed as the Public and Private Placement Warrants are viewed as economically equivalent. 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 Public and Private Placement Warrants has been based on public market quoted prices which was $1.44 at March 31, 2021. The Company recognized a benefit to the statement of operations resulting from the decrease in the fair value of the derivative warrant liabilities of approximately $5.2 million, which is presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. 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 common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The change in the fair value of the level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 derivative warrant liabilities at December 31, 2020 $ 31,866,110 Transfer of Public Warrants to Level 1 (16,560,000 ) Transfer of Private Placement Warrants to Level 2 (10,118,600 ) Change in fair value of derivative warrant liabilities (5,187,510 ) Level 3 derivative warrant liabilities at March 31, 2021 $ — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through May 25 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim 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 for the year ended December 31, 2021, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in Amendment No. 2 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 unaudited condensed financial statements and the reported amounts of the expenses during the period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of approximately $345.0 million as of March 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, 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 securities is included in net gain on investments held in Trust Account in the accompanying 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. |
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. At 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of March 31, 202 1 |
Derivative Warrant Liabilities | 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 815-15. re-assessed The Company issued an aggregate of 11,500,000 common stock warrants associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option and we issued 7,026,807 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating |
Class A Ordinary Shares Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock 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, at March 31, 2021 and December 31, 2020, 30,316,882 and 29,874,959, respectively, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. |
Components of Equity | Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $13,570,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $19,746,700, to the Class A Ordinary shares. A portion of the 34,500,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share Net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,526,807 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of earnings (loss) per share for Redeemable Class A ordinary share in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Redeemable Class A ordinary shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for Non-Redeemable Class A and Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Redeemable Class A ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-Redeemable Class A and Class B ordinary shares includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-Redeemable Class A and Class B ordinary shares participates in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. The basic and diluted income pe r common share is calculated as follows: Reconciliation of Net Income (Loss) per Share: For The Redeemable Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to Redeemable Class A ordinary shares Income from investments held in Trust Account 4,479 Less: Company’s portion available to be withdrawn to pay taxes — Net earnings 4,479 Denominator: Weighted average Redeemable Class A ordinary shares Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary shares 30,049,323 Basic and diluted net earnings per share, Redeemable Class A ordinary shares $ -- Non-Redeemable Class A and Class B ordinary shares Numerator: Net Income plus Net income 4,419,229 Net income allocable to Class A common stock subject to possible redemption 4,479 Non-redeemable net income $ 4,423,708 Denominator: Weighted average Non-Redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B ordinary shares 13,245,131 Basic and diluted net income $ 0.33 |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of Reconciliation of Net Income (Loss) Per Share | Reconciliation of Net Income (Loss) per Share: For The Redeemable Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to Redeemable Class A ordinary shares Income from investments held in Trust Account 4,479 Less: Company’s portion available to be withdrawn to pay taxes — Net earnings 4,479 Denominator: Weighted average Redeemable Class A ordinary shares Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary shares 30,049,323 Basic and diluted net earnings per share, Redeemable Class A ordinary shares $ -- Non-Redeemable Class A and Class B ordinary shares Numerator: Net Income plus Net income 4,419,229 Net income allocable to Class A common stock subject to possible redemption 4,479 Non-redeemable net income $ 4,423,708 Denominator: Weighted average Non-Redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B ordinary shares 13,245,131 Basic and diluted net income $ 0.33 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2021: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 345,006,059 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 16,560,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ 10,118,600 $ — December 31, 2020: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 345,000,963 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ — $ 19,780,000 Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 12,086,110 |
Summary of warrants | The change in the fair value of the level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 derivative warrant liabilities at December 31, 2020 $ 31,866,110 Transfer of Public Warrants to Level 1 (16,560,000 ) Transfer of Private Placement Warrants to Level 2 (10,118,600 ) Change in fair value of derivative warrant liabilities (5,187,510 ) Level 3 derivative warrant liabilities at March 31, 2021 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) | Dec. 14, 2020USD ($)$ / itemshares | Mar. 31, 2021USD ($)$ / shares$ / itemshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Deferred underwriting commissions | $ 12,075,000 | $ 12,075,000 | |
Deferred Legal Fees | $ 400,000 | 400,000 | |
Exercise price of warrants | $ / shares | $ 11.50 | ||
Capital contribution from Sponsor | $ 345,000,000 | ||
Sale of units, price per unit | $ / item | 10 | ||
Minimum percentage specified for aggregate fair market value of assets held in Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities in business combination | 50.00% | ||
Amount per share initially held in trust account | $ / shares | $ 10 | ||
Minimum amount of net tangible assets for business combination | $ 5,000,001 | ||
Redemption percentage of public shares | 100.00% | ||
Amount of interest released to pay dissolution expenses | $ 100,000 | ||
Cash | $ 1,691,425 | $ 3,334,227 | |
Working capital | 2,300,000 | ||
Period from Intial Public Offering in which Business Combination is to be Completed | 24 months | ||
Date in which business combination is to be completed | December 14, 2022 | ||
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Loan proceeds | 151,000 | ||
Sponsor | Class B common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Payments received to cover for certain expenses on behalf of the Company in exchange for issuance of the Founders Shares | $ 25,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 34,500,000 | ||
Units issue price per unit | $ / item | 10 | ||
Gross proceeds from units issued | $ 345,000,000 | ||
Offering costs | 19,700,000 | ||
Deferred underwriting commissions | 12,100,000 | ||
Deferred Legal Fees | $ 400,000 | ||
Over allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 4,500,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrant issued | shares | 7,026,807 | ||
Proceeds from issuance of warrants | $ 10,500,000 | ||
Private Placement | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrant issued | shares | 7,026,807 | ||
Exercise price of warrants | $ / shares | $ 1.50 | ||
Proceeds from issuance of warrants | $ 10,500,000 | ||
Underwriting Agreement | Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Deferred underwriting commissions | $ 12,100,000 | ||
Underwriting Agreement | Over allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 4,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 14, 2020 | |
Cash equivalents | $ 345,000,000 | ||
Federal Depository Insurance Coverage, amount | 250,000 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized accrued interest and penalties | $ 0 | ||
Net asset value, per unit | $ 1 | ||
Number of warrants | 18,526,807 | ||
Initial fair value measurement | $ 13,570,000 | ||
IPO [Member] | |||
Warrants and rights issued | 11,500,000 | ||
Private Placement [Member] | |||
Warrants and rights issued | 7,026,807 | ||
Class A Common stock | |||
Class A common stock, subject to possible redemption | 30,316,882 | 29,874,959 | |
Payments of Financing Costs | $ 19,746,700 | ||
Common shares subject to redemption | 30,316,882 | 29,874,959 | 34,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Income (Loss) Per Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Net income | $ 4,419,229 |
Redeemable Class A ordinary shares | |
Income from investments held in Trust Account | 4,479 |
Less: Company's portion available to be withdrawn to pay taxes | 0 |
Net earnings | $ 4,479 |
Basic and diluted weighted average shares outstanding | shares | 30,049,323 |
Basic and diluted net income per share | $ / shares | $ 0 |
Non-Redeemable Class A and Class B ordinary shares | |
Net income | $ 4,419,229 |
Net income allocable to Class A common stock subject to possible redemption | 4,479 |
Non-redeemable net income | $ 4,423,708 |
Basic and diluted weighted average shares outstanding | shares | 13,245,131 |
Basic and diluted net income per share | $ / shares | $ 0.33 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Dec. 14, 2020USD ($)$ / shares$ / itemshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Deferred Underwriting Commissions | $ | $ 12,075,000 | $ 12,075,000 | |
Deferred Legal Fees | $ | $ 400,000 | $ 400,000 | |
Exercise price of warrants | $ / shares | $ 11.50 | ||
Class A Common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issuable per warrant | shares | 1 | ||
Exercise price of warrants | $ / shares | $ 11.50 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 34,500,000 | ||
Units issue price per unit | $ / item | 10 | ||
Gross Proceeds From Units Issued | $ | $ 345,000,000 | ||
Offering costs | $ | 19,700,000 | ||
Deferred Underwriting Commissions | $ | 12,100,000 | ||
Deferred Legal Fees | $ | $ 400,000 | ||
Initial Public Offering | Class A Common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | shares | 1 | ||
Number of warrants in a unit | shares | 0.33 | ||
Shares issuable per warrant | shares | 1 | ||
Exercise price of warrants | $ / shares | $ 11.50 | ||
Over allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 4,500,000 |
Private Placement (Details)
Private Placement (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Exercise price of warrants | $ 11.50 |
Class A Common stock | |
Subsidiary, Sale of Stock [Line Items] | |
Shares issuable per warrant | shares | 1 |
Exercise price of warrants | $ 11.50 |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrant issued | shares | 7,026,807 |
Price of warrants (in dollars per share) | $ 1.50 |
Proceeds from issuance of warrants | $ | $ 10.5 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Dec. 02, 2020USD ($)shares | Jul. 30, 2020shares | Jul. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020shares | Dec. 14, 2020shares | Dec. 09, 2020shares |
Related Party Transaction [Line Items] | |||||||
Percentage of issued and outstanding shares after the IPO represented by the Founder Shares (as a percent) | 20.00% | ||||||
Class B common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Shares outstanding (in shares) | 8,625,000 | 8,625,000 | |||||
Class B common stock | Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Shares outstanding (in shares) | 8,625,000 | ||||||
Shares no longer subject to forfeiture | 1,125,000 | ||||||
Class B common stock | Over allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum shares subject to forfeiture | 1,125,000 | ||||||
Shares no longer subject to forfeiture | 1,125,000 | ||||||
Class B common stock | Over allotment option | Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum shares subject to forfeiture | 1,125,000 | ||||||
Sponsor | Class B common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Payments received to cover for certain expenses on behalf of the Company in exchange for issuance of the Founders Shares | $ | $ 25,000 | ||||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | ||||||
Shares outstanding (in shares) | 8,625,000 | ||||||
Sponsor | Class B common stock | Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Payments received to cover for certain expenses on behalf of the Company in exchange for issuance of the Founders Shares | $ | $ 25,000 | ||||||
Stock Issued During Period, Shares, New Issues | 10,062,500 | ||||||
Number of shares surrendered | 2,875,000 | ||||||
Consideration on surrender of shares | $ | $ 0 | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans and Administrative Services Agreement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2020 | |
Related Party Transaction [Line Items] | |||
General and administrative expenses | $ 773,426 | ||
Accrued expenses, related party | 18,000 | $ 18,000 | |
Note | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Outstanding balance | $ 151,000 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Maximum loans convertible into warrants | $ 1,500,000 | ||
Price of warrants (in dollars per share) | $ 1.50 | ||
Borrowings | $ 0 | ||
Administrative Services Agreement | |||
Related Party Transaction [Line Items] | |||
Monthly fees | $ 40,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 14, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)item | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Deferred underwriting commissions | $ 12,075,000 | $ 12,075,000 | |
Deferred legal fees | $ 400,000 | $ 400,000 | |
Over allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 4,500,000 | ||
Over allotment option | Underwriting Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 4,500,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 34,500,000 | ||
Deferred underwriting commissions | $ 12,100,000 | ||
Deferred legal fees | $ 400,000 | ||
Initial Public Offering | Underwriting Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting discount per unit | $ / shares | $ 0.20 | ||
Payment made upon closing of Initial Public Offering | $ 6,900,000 | ||
Deferred underwriting commission per unit | $ / shares | $ 0.35 | ||
Deferred underwriting commissions | $ 12,100,000 |
Shareholders' Equity - Ordinary
Shareholders' Equity - Ordinary Shares (Details) | Jul. 30, 2020USD ($)shares | Mar. 31, 2021item$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 14, 2020shares |
Stockholders Equity [Line Items] | ||||
Percentage of issued and outstanding common stock after the initial public offering | 20.00% | |||
Class A Common stock | ||||
Stockholders Equity [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | item | 1 | |||
Shares outstanding (in shares) | 4,183,118 | 4,625,041 | ||
Stock Conversion Ratio | 1 | |||
Class A common stock, subject to possible redemption | 30,316,882 | 29,874,959 | 34,500,000 | |
Common stock shares issued includes temporary equity outstanding | 34,500,000 | 34,500,000 | ||
Common stock shares outstanding includes temporary equity outstanding | 34,500,000 | 34,500,000 | ||
Class B common stock | ||||
Stockholders Equity [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Shares outstanding (in shares) | 8,625,000 | 8,625,000 | ||
Threshold conversion ratio of stock | 20.00% | |||
Voting rights of common stock | one | |||
Class B common stock | Sponsor | ||||
Stockholders Equity [Line Items] | ||||
Shares outstanding (in shares) | 8,625,000 | |||
Stock Issued During Period, Shares, New Issues | 8,625,000 | |||
Class B common stock | Over allotment option | ||||
Stockholders Equity [Line Items] | ||||
Maximum shares subject to forfeiture | 1,125,000 | |||
Consideration for forfeiture of shares | $ | $ 0 | |||
Shares no longer subject to forfeiture | 1,125,000 |
Shareholders' Equity - Preferen
Shareholders' Equity - Preference Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2021item$ / sharesshares | Dec. 31, 2020shares | |
Stockholders Equity [Line Items] | ||
Exercise price of warrants | $ / shares | $ 11.50 | |
Public Warrants [Member] | ||
Stockholders Equity [Line Items] | ||
Warrants outstanding | shares | 11,500,000 | 11,500,000 |
Private Placement Warrants [Member] | ||
Stockholders Equity [Line Items] | ||
Warrants outstanding | shares | 7,026,807 | 7,026,807 |
Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 | ||
Stockholders Equity [Line Items] | ||
Number of days for written notice of redemption | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Redemption period | 30 days | |
Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 | ||
Stockholders Equity [Line Items] | ||
Number of days for written notice of redemption | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Threshold business days before sending notice of redemption to warrant holders | 3 days | |
Redemption of private placement warrants when the price per Class A ordinary share is less than $18.00 | ||
Stockholders Equity [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Class A Common stock | ||
Stockholders Equity [Line Items] | ||
Exercise price of warrants | $ / shares | $ 11.50 | |
Fair Market Value of shares, number of trading days considered | 10 | |
Warrant | ||
Stockholders Equity [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold business days to file registration statement with SEC | 15 | |
Threshold business days to make the registration statement with SEC effective | 60 | |
Public Warrants expiration term | 5 years | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ / shares | $ 9.20 | |
Minimum percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold trading days determining volume weighted average price | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Threshold period for not to transfer, assign or sell any of their private placement warrants after the completion of the initial business combination | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 345,000,963 | |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 345,006,059 | |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 16,560,000 | |
Significant Other Unobservable Inputs (Level 2) [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 10,118,600 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 19,780,000 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 12,086,110 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of warrants (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Warrants and Rights Note Disclosure [Abstract] | |
Level 3 derivative warrant liabilities | $ 31,866,110 |
Transfer of public warrants to level 1 | (16,560,000) |
Transfer of Private Placement Warrants to Level 2 | (10,118,600) |
Change in fair value of derivative warrant liabilities | (5,187,510) |
Level 3 derivative warrant liabilities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Fair Value Disclosures [Abstract] | |
Change in fair value of derivative warrant liabilities | $ | $ (5,187,510) |
Warrants And Rights Outstanding Measurement Public Market Quoted Price | $ / shares | 1.44 |