Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Leo Holdings Corp. II | |
Entity Central Index Key | 0001824153 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Country | BS | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | LHC | |
Entity Current Reporting Status | No | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-39865 | |
Entity Address, Address Line One | Albany Financial Center, South Ocean Blvd | |
Entity Address, Address Line Two | Suite #507 | |
Entity Address, Address Line Three | P.O. Box SP-63158, New Providence | |
Entity Address, City or Town | Nassau | |
Entity Address, Postal Zip Code | 00000 | |
Entity Tax Identification Number | 98-1574497 | |
City Area Code | 310 | |
Local Phone Number | 800-1000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Trading Symbol | LHC.U | |
Security Exchange Name | NYSE | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | LHCWS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,500,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,375,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 623,990 | ||
Prepaid expenses | 684,488 | $ 16,771 | |
Total current assets | 1,308,478 | 16,771 | |
Investments held in Trust Account | 375,014,179 | ||
Deferred offering costs associated with the initial public offering | 381,478 | ||
Total Assets | 376,322,657 | 398,249 | |
Current liabilities: | |||
Accounts payable | 78,130 | ||
Accrued expenses | 122,700 | 245,000 | |
Note payable - related party | 162,127 | ||
Total current liabilities | 200,830 | 407,127 | |
Deferred underwriting commissions | 13,125,000 | ||
Warrant liabilities | 15,560,417 | ||
Total liabilities | 28,886,247 | 407,127 | |
Commitments and Contingencies (Note 6) | |||
Class A ordinary shares, $0.0001 par value; 34,243,640 shares subject to possible redemption at $10.00 per share as of June 30, 2021 | 342,436,400 | ||
Shareholders' Equity (Deficit): | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 9,109,906 | 23,994 | |
Accumulated deficit | (4,111,159) | (33,878) | |
Total shareholders' equity (deficit) | 5,000,010 | (8,878) | |
Total Liabilities and Shareholders' Equity (Deficit) | 376,322,657 | 398,249 | |
Common Class A [Member] | |||
Shareholders' Equity (Deficit): | |||
Ordinary shares | 326 | ||
Common Class B [Member] | |||
Shareholders' Equity (Deficit): | |||
Ordinary shares | [1] | $ 937 | $ 1,006 |
[1] | As of December 31, 2020, included up to 1,312,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 12, 2021, the underwriters partially exercised the over-allotment option; thus, 687,500 shares were forfeited. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Temporary equity par or stated value per share | $ 0.0001 | |
Temporary equity shares outstanding | 34,243,640 | |
Temporary equity redemption price per share | $ 10 | |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 34,243,640 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 3,256,360 | 3,256,360 |
Ordinary shares, shares outstanding | 3,256,360 | 3,256,360 |
Common Class B [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 9,375,000 | 10,062,500 |
Ordinary shares, shares outstanding | 9,375,000 | 10,062,500 |
Shares subject to forfeiture | 1,312,500 | |
Founder shares forfeited by sponsor | 687,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Operating expenses | ||
General and administrative expenses | $ 198,826 | $ 628,447 |
Administrative fee - related party | 29,795 | 56,247 |
Loss from operations | (228,621) | (684,694) |
Other income (expenses): | ||
Change in fair value of warrant liabilities | 3,529,167 | 2,981,250 |
Offering costs associated with issuance of warrants | 0 | (425,516) |
Net gain from investments held in Trust Account | 9,452 | 14,179 |
Net loss | $ (3,748,336) | $ (4,077,281) |
Common Class A [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding | 37,500,000 | 37,500,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0 |
Common Class B [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding | 9,375,000 | 9,337,017 |
Basic and diluted net income (loss) per share | $ (0.40) | $ (0.44) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | ||
Beginning balance at Dec. 31, 2020 | $ (8,878) | $ 23,994 | $ (33,878) | $ 1,006 | |||
Beginning balance, shares at Dec. 31, 2020 | [1] | 10,062,500 | |||||
Sale of units in initial public offering, less fair value of warrant liabilities for public warrants | 367,687,500 | 367,683,750 | $ 3,750 | ||||
Sale of units in initial public offering, less fair value of warrant liabilities for public warrants, shares | 37,500,000 | ||||||
Offering costs | (20,898,264) | (20,898,264) | |||||
Excess cash received over the fair value of the private warrants | 4,733,333 | 4,733,333 | |||||
Ordinary shares forfeited | 69 | $ (69) | |||||
Ordinary shares forfeited, shares | [1] | (687,500) | |||||
Common stock subject to possible redemption | (346,184,740) | (346,181,278) | $ (3,462) | ||||
Common stock subject to possible redemption, shares | (34,618,474) | ||||||
Net loss | (328,945) | (328,945) | |||||
Ending balance at Mar. 31, 2021 | 5,000,006 | 5,361,604 | (362,823) | $ 288 | $ 937 | ||
Ending balance, shares at Mar. 31, 2021 | 2,881,526 | 9,375,000 | [1] | ||||
Beginning balance at Dec. 31, 2020 | (8,878) | 23,994 | (33,878) | $ 1,006 | |||
Beginning balance, shares at Dec. 31, 2020 | [1] | 10,062,500 | |||||
Net loss | (4,077,281) | ||||||
Ending balance at Jun. 30, 2021 | 5,000,010 | 9,109,906 | (4,111,159) | $ 326 | $ 937 | ||
Ending balance, shares at Jun. 30, 2021 | 3,256,360 | 9,375,000 | [1] | ||||
Beginning balance at Mar. 31, 2021 | 5,000,006 | 5,361,604 | (362,823) | $ 288 | $ 937 | ||
Beginning balance, shares at Mar. 31, 2021 | 2,881,526 | 9,375,000 | [1] | ||||
Common stock subject to possible redemption | 3,748,340 | 3,748,302 | $ 38 | ||||
Common stock subject to possible redemption, shares | 374,834 | ||||||
Net loss | (3,748,336) | (3,748,336) | |||||
Ending balance at Jun. 30, 2021 | $ 5,000,010 | $ 9,109,906 | $ (4,111,159) | $ 326 | $ 937 | ||
Ending balance, shares at Jun. 30, 2021 | 3,256,360 | 9,375,000 | [1] | ||||
[1] | As of December 31, 2020, included up to 1,312,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 12, 2021, the underwriters partially exercised the over-allotment option; thus, 687,500 shares were forfeited. |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Equity (Parenthetical) - Common Class B [Member] - shares | Jan. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Shares subject to forfeiture | 1,312,500 | ||
Founder shares forfeited by sponsor | 687,500 | 687,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,077,281) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 2,981,250 |
Offering costs associated with issuance of warrants | 425,516 |
Net gain from investments held in Trust Account | (14,179) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (667,717) |
Accounts payable | 78,130 |
Accrued expenses | 37,700 |
Net cash used in operating activities | (1,236,581) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (375,000,000) |
Net cash used in investing activities | (375,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 6,604 |
Repayment of note payable to related party | (168,731) |
Proceeds received from initial public offering, gross | 375,000,000 |
Proceeds received from private placement | 10,000,000 |
Offering costs paid | (7,977,302) |
Net cash provided by financing activities | 376,860,571 |
Net change in cash | 623,990 |
Cash - beginning of the period | 0 |
Cash - end of the period | 623,990 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accrued expenses | 85,000 |
Deferred underwriting commissions | 13,125,000 |
Forfeiture of Class B ordinary shares | 69 |
Initial value of Class A ordinary shares subject to possible redemption | 346,074,800 |
Change in value of Class A ordinary shares subject to possible redemption | $ (3,638,400) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Leo Holdings Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on September 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share 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 June 30, 2021, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Company’s Initial Public Offering, the search for a potential target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income Sponsor and Financing The Company’s sponsor is Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000 (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $375.0 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”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into 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 (the “Public Shareholders”) of its Public Shares, 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 Public Share). The per-share amount to be of any material non-public information and (ii) to Notwithstanding the foregoing, the 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, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation 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 January 12, 2023 (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 price, payable in The Sponsor 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 Sponsor or members of the Company’s management team 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 other funds held in the Trust Account that will be available to fund the redemption of the 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 agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, 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 all 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 June 30, 2021, the Company had approximately $624,000 in its operating bank account and working capital of approximately $1.1 million. The Company’s liquidity needs through Initial Public Offering have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares, the loan of approximately $169,000 from the Sponsor pursuant to the Note (as defined in Note 4). The Company repaid the Note in full on January 19, 2021. 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. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). To date, 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 | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and 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 and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future periods. 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 Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed 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 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 no cash equivalents as of June 30, 2021 and December 31, 2020. 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 Corporation coverage limit of $250,000, and investments held in Trust Account. 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 the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a m a 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,” equal or approximate the carrying amounts represented in the condensed balance sheets. 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 consist of: • 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 FASB ASC Topic 815-40, 815-40”). re-assessed The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement, as derivative warrant liabilities in accordance with ASC 815-40. re-measurement non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 should disclose the expense here since it is not discussed anywhere else, presented as non-operating non-current 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 Topic 480 “Distinguishing Liabilities from Equity.” 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, at June 30, 2021, 34,243,640 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Income Taxes 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 unaudited condensed 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 Income (Loss) per Ordinary Share The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per Class A ordinary share subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average ordinary shares price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Class A ordinary shares Numerator: Net gain from investments held in Trust Account $ 9,452 $ 14,179 Net income attributable to Class A ordinary shares $ 9,452 $ 14,179 Denominator: Weighted average shares outstanding of Class A ordinary shares , basic and diluted 37,500,000 37,500,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net loss $ (3,748,336 ) $ (4,077,281 ) Less: Net loss (9,452 ) (14,179 ) Net loss attributable to Class B ordinary shares $ (3,757,788 ) $ (4,091,460 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 9,375,000 9,337,017 Basic and diluted net loss per share, Class B ordinary shares $ (0.40 ) $ (0.44 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The C ompany’s management does not believe that any other recently issued, but not yet effective, accounting standards up dates, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Text Block [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 Units, including 2,500,000 additional Units to partially cover over-allotments, at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was for deferred underwriting commissions (Note 6). Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Warrants [Abstract] | |
Disclosure Of Private Placement Warrants [Text Block] | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000. 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 Private Placement Warrants 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 and exercisable on 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 | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On September 9, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In December 2020, the Sponsor transferred 30,000 founder shares to each of the Company’s directors and 90,000 shares in the aggregate to the Company’s strategic advisors. The Sponsor agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an addition of 2,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. The initial shareholders agreed, subject to limited exceptions, 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 or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, days within any 30-trading day period commencing Related Party Loans On September 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes 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 the 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 $1.5 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 June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company commencing with the closing of the Initial Public Offering. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid approximately $30,000 and $56,000 in expenses in connection with such services during the three and six months ended June 30, 2021, as reflected in the accompanying unaudited condensed statements of operations, respectively. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for Underwriting Agreement The Company granted the underwriters a 45-day option from the of the 45-day option period. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $13.1 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrant Liabilities [Abstract] | |
Warrant | Note 7 —Warrants 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 (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 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 so long as Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • if, and only if, the closing price of ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants 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 redemption period, except In addition, commencing on the day the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • $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 Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for adjustments) for any 20 trading days within the 30-trading day period • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period The “fair market value” of Class A ordinary shares shall mean the average last reported 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as d e In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 and the “Redemption of Warrants for Class A ordinary shares” described above 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 above under “Redemption of Warrants for Class A ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity | Note 8 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following 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 basis, 20% of |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 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 June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 375,014,179 $ — $ — $ 375,014,179 Liabilities: Warrant liabilities - public warrants $ 9,093,750 $ — $ — $ 9,093,750 Warrant liabilities - private warrants $ — $ — $ 6,466,667 $ 6,466,667 As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning 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, when the Public Warrants were separately listed and traded in March 2021. There were no other transfers to/from Levels 1, 2, and 3 during the three and six months ended June 30, 2021. For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte-Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The fair value of the Private Warrants is determined using a Monte-Carlo simulation model. For the three and six months ended June 30, 2021, the Company recognized a decrease in the fair value of warrant liabilities of approximately $3.5 million and $3.0 million, respectively, presented on the accompanying condensed statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the three and six months ended June 30, 2021 is summarized as follows: Warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,579,167 Public Warrants transferred to Level 1 (7,312,500 ) Change in fair value of warrant liabilities (266,667 ) Warrant liabilities at March 31, 2021 5,000,000 Change in fair value of warrant liabilities 1,466,667 Warrant liabilities at June 30, 2021 $ 6,466,667 The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was 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 ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, 2021 January 12, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.72 $ 9.80 Term (in years) 5.75 5.97 Volatility 15.30 % 14.20 % Risk-free interest rate 0.99 % 0.66 % Dividend yield — — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Based upon this review, except as set forth above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis 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 and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future periods. |
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 |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed 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 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 no cash equivalents as of June 30, 2021 and December 31, 2020. |
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 Corporation coverage limit of $250,000, and investments held in Trust Account. 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 the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a m a |
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,” equal or approximate the carrying amounts represented in the condensed balance sheets. |
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 consist of: • 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 | 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 FASB ASC Topic 815-40, 815-40”). re-assessed The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement, as derivative warrant liabilities in accordance with ASC 815-40. re-measurement non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 should disclose the expense here since it is not discussed anywhere else, presented as non-operating non-current |
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 Topic 480 “Distinguishing Liabilities from Equity.” 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, at June 30, 2021, 34,243,640 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Income Taxes | Income Taxes 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 unaudited condensed 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 Income (Loss) Per Ordinary Share | Net Income (Loss) per Ordinary Share The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per Class A ordinary share subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average ordinary shares price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Class A ordinary shares Numerator: Net gain from investments held in Trust Account $ 9,452 $ 14,179 Net income attributable to Class A ordinary shares $ 9,452 $ 14,179 Denominator: Weighted average shares outstanding of Class A ordinary shares , basic and diluted 37,500,000 37,500,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net loss $ (3,748,336 ) $ (4,077,281 ) Less: Net loss (9,452 ) (14,179 ) Net loss attributable to Class B ordinary shares $ (3,757,788 ) $ (4,091,460 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 9,375,000 9,337,017 Basic and diluted net loss per share, Class B ordinary shares $ (0.40 ) $ (0.44 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The C ompany’s management does not believe that any other recently issued, but not yet effective, accounting standards up dates, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Class A ordinary shares Numerator: Net gain from investments held in Trust Account $ 9,452 $ 14,179 Net income attributable to Class A ordinary shares $ 9,452 $ 14,179 Denominator: Weighted average shares outstanding of Class A ordinary shares , basic and diluted 37,500,000 37,500,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net loss $ (3,748,336 ) $ (4,077,281 ) Less: Net loss (9,452 ) (14,179 ) Net loss attributable to Class B ordinary shares $ (3,757,788 ) $ (4,091,460 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 9,375,000 9,337,017 Basic and diluted net loss per share, Class B ordinary shares $ (0.40 ) $ (0.44 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Information about Company's Assets Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 375,014,179 $ — $ — $ 375,014,179 Liabilities: Warrant liabilities - public warrants $ 9,093,750 $ — $ — $ 9,093,750 Warrant liabilities - private warrants $ — $ — $ 6,466,667 $ 6,466,667 |
Summary of the Change in the Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the Level 3 derivative warrant liabilities for the three and six months ended June 30, 2021 is summarized as follows: Warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,579,167 Public Warrants transferred to Level 1 (7,312,500 ) Change in fair value of warrant liabilities (266,667 ) Warrant liabilities at March 31, 2021 5,000,000 Change in fair value of warrant liabilities 1,466,667 Warrant liabilities at June 30, 2021 $ 6,466,667 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, 2021 January 12, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.72 $ 9.80 Term (in years) 5.75 5.97 Volatility 15.30 % 14.20 % Risk-free interest rate 0.99 % 0.66 % Dividend yield — — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Gross proceeds from initial public offering | $ 375,000,000 | ||
Offering costs | $ 20,898,264 | ||
Proceeds from sale of private placement units | $ 10,000,000 | ||
Sale of stock price per unit | $ 10 | ||
Shares redemption obligation percentage | 100.00% | ||
Period for business combination from closing of Initial Public Offering | 24 months | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Amount available in operating bank account | 624,000 | ||
Working capital | 1,100,000 | ||
Receipt from capital contribution | 25,000 | ||
Payment to acquire restricted investments | $ 375,000,000 | $ 375,000,000 | |
Restricted investments term. | 185 days | ||
Minimum share price of the residual assets remaining available for distribution | $ 10 | ||
Private Placement Warrants [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Offering costs | $ 10,000 | ||
Proceeds from sale of private placement units | $ 10,000,000 | ||
Class of warrants and rights issued during the period | 6,666,667 | ||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Percentage of fair market value of business acquisition to trust account balance | 80.00% | ||
Ownership percentage to be acquired for not to be registered as an investment company | 50.00% | ||
Net tangible assets | $ 5,000,001 | ||
Sponsor [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Proceeds from unsecured and non-interest bearing promissory note | 169,000 | ||
Due to related parties current | $ 0 | ||
Public Shares [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of stock price per unit | $ 10 | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Offering costs | $ 21,300,000 | ||
Deferred underwriting commissions | 13,100,000 | ||
IPO [Member] | Maximum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Shares redemption percentage | 15.00% | ||
IPO [Member] | Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Gross proceeds from initial public offering | $ 375,000,000 | ||
Common stock Issued | 37,500,000 | ||
Sale of stock price per unit | $ 10 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Common stock Issued | 2,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | ||
Federal depository insurance coverage | $ 250,000 | |
Cash Equivalents | 0 | $ 0 |
Unrecognized tax benefits | 0 | |
Amounts accrued for interest or penalties | $ 0 | |
Temporary equity shares outstanding | 34,243,640 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 34,243,640 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Net gain from investments held in Trust Account | $ 9,452 | $ 14,179 | |
Net loss attributable to Class B ordinary shares | (3,757,788) | (4,091,460) | |
Net loss | (3,748,336) | $ (328,945) | (4,077,281) |
Common Class A [Member] | |||
Net income (loss) attributable to Class A ordinary shares | $ 9,452 | $ 14,179 | |
Weighted average shares outstanding | 37,500,000 | 37,500,000 | |
Basic and diluted net income (loss) per share | $ 0 | $ 0 | |
Common Class B [Member] | |||
Net income (loss) attributable to Class A ordinary shares | $ (9,452) | $ (14,179) | |
Weighted average shares outstanding | 9,375,000 | 9,337,017 | |
Basic and diluted net income (loss) per share | $ (0.40) | $ (0.44) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Unit price per share | $ 10 | ||
Gross proceeds from initial public offering | $ 375,000,000 | ||
Offering costs | $ 20,898,264 | ||
Deferred underwriting commissions | $ 13,125,000 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
CommonStockConversionBasis | one-fourth of one | ||
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares of common stock converted from each warrant (in shares) | 1 | ||
Warrant exercise price | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering costs | $ 21,300,000 | ||
Deferred underwriting commissions | $ 13,100,000 | ||
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Unit price per share | $ 10 | ||
Number of founder shares purchased by sponsor | 37,500,000 | ||
Gross proceeds from initial public offering | $ 375,000,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of founder shares purchased by sponsor | 2,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Disclosure Of Private Placement Warrants [Line Items] | ||
Proceeds from sale of private placement units | $ 10,000,000 | |
Offering costs | $ 20,898,264 | |
Private Placement [Member] | ||
Disclosure Of Private Placement Warrants [Line Items] | ||
Class of warrants and rights issued during the period | 6,666,667 | |
Class of warrants and rights issued, price per warrant | $ 1.50 | |
Proceeds from sale of private placement units | $ 10,000,000 | |
Offering costs | $ 10,000 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |
Private Placement [Member] | Common Class A [Member] | ||
Disclosure Of Private Placement Warrants [Line Items] | ||
Number of shares of common stock converted from each warrant | 1 | |
Price per warrants | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Sep. 09, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 08, 2020 |
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 30,000 | $ 56,000 | ||||
Proceeds from note payable to related party | 6,604 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | 10,000 | |||||
Due to related parties current | 0 | 0 | ||||
Sponsor [Member] | Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, face amount | $ 300,000 | |||||
Proceeds from note payable to related party | $ 169,000 | |||||
Debt instrument interest rate | 0.00% | |||||
Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties current | $ 0 | $ 0 | $ 0 | |||
Debt instrument convertible into warrants | $ 1.5 | |||||
Debt instrument conversion price | $ 1.50 | |||||
IPO [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, threshold percentage on conversion of shares | 20.00% | |||||
Over-Allotment Option [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repurchase of shares surrendered by sponsor | 2,500,000 | |||||
Shares Issued, shares, share-based payment arrangement, forfeited | 687,500 | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of shares transferred to the companies directors | 30,000 | |||||
Number of shares transferred to the companies strategic advisors | 90,000 | |||||
Common stock shares subject to forfeiture | 1,312,500 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during the period for services shares | 10,062,500 | |||||
Common stock par or stated value per share | $ 0.0001 | |||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during the period for services value | $ 25,000 | |||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | 0.0001 | 0.0001 | |||
Common Class A [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share transfer, trigger price price per share | $ 12 | $ 12 | ||||
Number of consecutive trading days for determining share price | 20 days | |||||
Number of trading days for determining share price | 30 days | |||||
Threshold number of trading days for determining share pricefrom date of business combination | 150 days | |||||
Common Class A [Member] | Over-Allotment Option [Member] | Founder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Over-allotment option vesting period | 45 days |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 12, 2021 | Jun. 30, 2021 |
Commitments and Contingencies [Line Items] | ||
Underwriters option period | 45 days | |
Underwriting discount per unit | $ 0.20 | |
Payment for underwriting discount | $ 7.5 | |
Deferred underwriting commissions per unit | $ 0.35 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Number of additional shares granted | 2,500,000 | 5,250,000 |
IPO [Member] | ||
Commitments and Contingencies [Line Items] | ||
Deferred underwriting commission | $ 13.1 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Public Warrants [Member] | |
Disclosure Of Warrant Liabilities [Line Items] | |
Class of warrants or rights maturity | 5 years |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | |
Disclosure Of Warrant Liabilities [Line Items] | |
Sale of stock issue price per share | $ 9.20 |
Proceeds to be used for business combination as a percentage of total capital raising | 60.00% |
Number of trading days for determining the volume weighted average price of shares | 20 days |
Volume weighted average trading price of shares | $ 9.20 |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price One [Member] | |
Disclosure Of Warrant Liabilities [Line Items] | |
Class of warrants or rights redemption price per unit | 0.01 |
Newly adjusted issue price | $ 18 |
Number of trading days for determining the newly issued share price | 20 days |
Number of consecutive trading days for determining the newly issued share price | 30 days |
Exercise price of warrants as a percentage of newly issued share price | 115.00% |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | |
Disclosure Of Warrant Liabilities [Line Items] | |
Class of warrants or rights redemption price per unit | $ 0.10 |
Newly adjusted issue price | $ 10 |
Number of trading days for determining the newly issued share price | 20 days |
Number of consecutive trading days for determining the newly issued share price | 30 days |
Exercise price of warrants as a percentage of newly issued share price | 180.00% |
Redemption period of warrants | 30 days |
Private Placement Warrants [Member] | |
Disclosure Of Warrant Liabilities [Line Items] | |
Lock in period of warrants | 30 days |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 09, 2020 | |
Stockholders Equity Disclosure [Line Items] | |||
Temporary equity shares outstanding | 34,243,640 | ||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | |
Preference shares, shares issued | 0 | 0 | |
Preference shares, shares outstanding | 0 | 0 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares outstanding | 3,256,360 | 3,256,360 | |
Temporary equity shares outstanding | 34,243,640 | ||
Common stock, voting rights | one vote | ||
Common Class A [Member] | Sponsor [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Percentage of shares outstanding after conversion from one class to another | 20.00% | ||
Common Class A [Member] | Including Common Stock Shares Subject To Possible Redemption [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Ordinary shares, shares outstanding | 37,500,000 | ||
Common Class B [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares outstanding | 9,375,000 | 10,062,500 | |
Common stock, voting rights | one vote | ||
Common Class B [Member] | Sponsor [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Ordinary shares, par value | $ 0.0001 | ||
Common Class B [Member] | Inlcuding Shares Subject To Forefeiture [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Ordinary shares, shares outstanding | 9,375,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information about Company's Assets Measured on Recurring Basis (Detail) | Jun. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | $ 375,014,179 |
Fair Value, Measurements, Recurring [Member] | U.S. Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 375,014,179 |
Fair Value, Measurements, Recurring [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 9,093,750 |
Fair Value, Measurements, Recurring [Member] | Private Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 6,466,667 |
Fair Value, Measurements, Recurring [Member] | Level 1 | U.S. Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 375,014,179 |
Fair Value, Measurements, Recurring [Member] | Level 1 | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 9,093,750 |
Fair Value, Measurements, Recurring [Member] | Level 3 | Private Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 6,466,667 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the change in the fair value of the derivative warrant liabilities (Detail) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Warrant liabilities at beginning | $ 5,000,000 | $ 0 |
Issuance of Public and Private Warrants | 12,579,167 | |
Public Warrants transferred to Level 1 | (7,312,500) | |
Change in fair value of warrant liabilities | 1,466,667 | (266,667) |
Warrant liabilities at ending | $ 6,466,667 | $ 5,000,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of quantitative information regarding Level 3 fair value measurements inputs (Detail) - $ / shares | Jan. 12, 2021 | Jun. 30, 2021 |
Fair Value Disclosures [Abstract] | ||
Exercise price | $ 11.50 | $ 11.50 |
Stock Price | $ 9.80 | $ 9.72 |
Term (in years) | 5 years 11 months 19 days | 5 years 9 months |
Volatility | 14.20% | 15.30% |
Risk-free interest rate | 0.66% | 0.99% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Increase decrease in the fair value of warrants recognized in the income statement | $ 3,529,167 | $ 2,981,250 |
Transfers to/from between levels | $ 0 | $ 0 |