Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 20, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Registrant Name | CERBERUS TELECOM ACQUISITION CORP. | |
Entity Central Index Key | 0001824577 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, State or Province | NY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-39647 | |
Entity Tax Identification Number | 98-1556740 | |
Entity Address, Address Line One | 875 Third Avenue | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 891-2100 | |
Capital Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one third of one redeemable warrant | |
Trading Symbol | CTAC.U | |
Security Exchange Name | NYSE | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,735,238 | |
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | CTAC | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | CTAC WS | |
Security Exchange Name | NYSE | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,479,225 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,735,635 | $ 1,936,020 |
Prepaid expenses | 626,145 | 725,671 |
Total current assets | 2,361,780 | 2,661,691 |
Investments held in Trust Account | 259,179,864 | 259,173,294 |
Total Assets | 261,541,644 | 261,834,985 |
Current liabilities: | ||
Accounts payable | 145,607 | 67,232 |
Due to related party | 602,467 | 167,405 |
Accrued expenses | 2,646,702 | 724,099 |
Total current liabilities | 3,392,776 | 958,736 |
Deferred underwriting commissions | 9,070,915 | 9,070,915 |
Warrant liability | 9,357,330 | 12,030,850 |
Total liabilities | 21,823,021 | 22,060,501 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 23,471,862 and 23,477,448 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 234,718,620 | 234,774,480 |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020 | ||
Additional paid — in capital | 9,948,884 | 9,893,025 |
Accumulated deficit | (4,949,856) | (4,893,995) |
Total shareholders' equity | 5,000,003 | 5,000,004 |
Total Liabilities and Shareholders' Equity | 261,541,644 | 261,834,985 |
Class A Common Stock [Member] | ||
Shareholders' Equity: | ||
Ordinary shares | 327 | 326 |
Total shareholders' equity | 327 | 326 |
Class B Common Stock [Member] | ||
Shareholders' Equity: | ||
Ordinary shares | 648 | 648 |
Total shareholders' equity | $ 648 | $ 648 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value 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 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 23,471,862 | 23,477,448 |
Temporary Equity Redemption Price Per Share | $ 10 | $ 10 |
Class A Common Stock [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 3,263,376 | 3,257,790 |
Common stock shares outstanding | 3,263,376 | 3,257,790 |
Shares subject to possible redemption | 23,471,862 | 23,477,448 |
Class B Common Stock [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 6,479,225 | 6,479,225 |
Common stock shares outstanding | 6,479,225 | 6,479,225 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Line Items] | |
General and administrative expenses | $ 2,300,889 |
General and administrative expenses – related party | 435,062 |
Loss from operations | (2,735,951) |
Other (expense) income: | |
Change in fair value of warrant liability | 2,673,520 |
Interest income on investments held in Trust Account | 6,570 |
Net income (loss) | (55,861) |
Common Class A [Member] | |
Other (expense) income: | |
Interest income on investments held in Trust Account | $ 6,500 |
Weighted average shares outstanding, basic and diluted | shares | 26,735,238 |
Basic and diluted net loss per ordinary share | $ / shares | |
Common Class B [Member] | |
Other (expense) income: | |
Net income (loss) | $ 200,000 |
Weighted average shares outstanding, basic and diluted | shares | 6,479,225 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.01) |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholder's Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Class A [Member] | Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ 5,000,004 | $ 326 | $ 648 | $ 9,893,025 | $ (4,893,995) |
Beginning balance, shares at Dec. 31, 2020 | 3,257,790 | 6,479,225 | |||
Class A ordinary shares subject to redemption | 55,860 | $ 1 | 55,859 | ||
Class A ordinary shares subject to redemption,shares | 5,586 | ||||
Net loss | (55,861) | $ 200,000 | (55,861) | ||
Ending balance at Mar. 31, 2021 | $ 5,000,003 | $ 327 | $ 648 | $ 9,948,884 | $ (4,949,856) |
Ending balance, shares at Mar. 31, 2021 | 3,263,376 | 6,479,225 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (55,861) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | (2,673,520) |
Interest income on investments held in Trust Account | (6,570) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 99,526 |
Accounts payable | 78,375 |
Due to related party | 435,062 |
Accrued expenses | 1,922,603 |
Net cash used in operating activities | (200,385) |
Net change in cash | (200,385) |
Cash – beginning of the period | 1,936,020 |
Cash – ending of the period | $ 1,735,635 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Proposed Business Combination Organization and General Cerberus Telecom Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on September 8, 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 or entities. At March 31, 2021, the Company had not yet commenced operations. All activity for the period from September 8, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of income earned on investments held in the Trust Account (as defined below). The Company’s sponsor is Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 21, 2020. On October 26, 2020, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.5 million, inclusive of approximately $8.8 million in deferred underwriting commissions (Note 5 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 800,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $8.0 million (Note 4 4 Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placement, $259.2 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 with Continental Stock Transfer & Trust Company acting as trustee, and were subsequently invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. 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 Units, 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 net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest 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 the holders of its Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5 4 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 Proposed Public Offering, without the prior consent of the Company.) The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) 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 within 24 months from the closing of the Initial Public Offering, or October 26, 2022 (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. The Sponsor, executive officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem % of our public shares if the Company does not complete its initial Business Combination within months from the closing of the Proposed Public Offering (the “Combination Period”) or (b) with respect to any other provision relating rights of holders of Class A ordinary shares, 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 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 cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial Business Combination within 24 months from the closing of our Initial Public Offering. Our Amended and Restated Memorandum and Articles of Association provides that, if we wind up for any other reason prior to the consummation of our initial Business Combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. The Sponsor and each member of its management team have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the 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 have agreed to waive their rights to their deferred underwriting commission (see Note 5 Proposed Business Combination On March 12, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, King Pubco, Inc. (“Pubco”), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), an affiliate of the Company, King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of the Sponsor, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company and direct, wholly owned subsidiary of Pubco, and Maple Holdings Inc. (“KORE”), a Delaware corporation. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) on the day immediately prior to the Closing Date (as defined in the Merger Agreement), the Company will merge with and into LLC Merger Sub, a subsidiary of Pubco (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger and Pubco as parent of the surviving entity, (ii) on the Closing Date and immediately prior to the First Merger (as defined below), Sponsor will contribute 100% of its equity interests in Corp Merger Sub to Pubco (the “Corp Merger Sub Contribution”), as a result of which Corp Merger Sub will become a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub will merge with and into KORE (the “First Merger”), with KORE being the surviving corporation of the First Merger; and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, KORE will merge with and into LLC Merger Sub (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub. Consummation of the transactions contemplated by the Merger Agreement are subject to customary conditions of the respective parties, including the receipt of the required approval by the shareholders of the Company and the satisfaction or waiver of certain other conditions stated in the 8-K On March 12, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 22,500,000 shares of Pubco Common Stock for an aggregate purchase price equal to $225,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing. The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, the Company is required to, as soon as practicable but no later than 15 calendar days following the Closing, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, the Company is required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof. Upon the reasonable request of a PIPE Investor, the Company must use commercially reasonable efforts to keep the registration statement continuously effective with respect to such PIPE Investor until the earliest of: (a) the date such PIPE Investor no longer holds any registrable shares, (b) the date all registrable shares held by such PIPE Investor may be sold without restriction under Rule 144 and (c) two years from the date of effectiveness of the registration statement. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (i) three business days after the termination of the Merger Agreement in accordance with its terms, (ii) the mutual written agreement of the parties to such Subscription Agreement, or (iii) the failure to close by December 12, 2021. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.7 million in its operating bank accounts and working capital deficit of approximately $1.0 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs of the Company in exchange for the issuance of the Founder Shares, and a loan of approximately $128,000 pursuant to the Note issued to the Sponsor (Note 4 4 As of March 31, 2021, and December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the period presented. Operating results for the period from January 1, 2021 through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A Use of Estimates The preparation of the unaudited condensed 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Emerging Growth Company As an emerging growth company, the Company 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 This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000, and any cash held in Trust Account. At March 31, 2021 and December 31, 2020 the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. The Company’s investments held in the Trust Account as of March 31, 2021 and December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. 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 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 from 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. Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values, primarily due to their short-term nature. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. 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 $259,179,864 and $259,173,294 of cash equivalents held in the Trust Account as of March 31, 2021 and December 31, 2020, respectively. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. 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. Shares of 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 March 31, 2021 and December 31, 2020, and 23,477,448 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, respectively. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred in connection with the Initial Public Offering. These costs are allocated to the Class A Ordinary Shares and the Warrants issued based on their estimated fair value as a percentage of proceeds. Offering costs attributable to Class A Ordinary Shares were charged to additional paid-in capital upon the completion of the Initial Public Offering and offering costs attributable to the Warrants were expensed as incurred. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman 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. 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 8,333,333 warrants to purchase Class A ordinary shares to investors in our Initial Public Offering and issued 266,666 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with our Initial Public Offering and Private Placement was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date. The fair value of warrants issued in connection with our Initial Public Offering has subsequently been measured based on the listed market price of such warrants. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (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 Initial Public Offering and Private Placement to purchase an aggregate of 8,911,745 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On October 26, 2020, the Company consummated its Initial Public Offering of 25,000,000 Units at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4 million, inclusive of approximately $8.8 million in deferred underwriting commissions. The underwriters were granted a 45-day Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On September 10, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 11,500,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On October 16, 2020, the Sponsor effected a surrender of 2,875,000 Founder Shares to the Company for no consideration. On October 21, 2020, the Sponsor effected a surrender of an additional 1,437,500 Founder Shares to the Company, for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 7,187,500 shares. All share and per share amounts have been retroactively restated for the share surrenders. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares, excluding the Private Placement Shares (as defined below), after the Initial Public Offering. On November 10, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 916,900 Units, and on December 7, 2020, as a result of the remaining over-allotment option expiring unexercised, 708,275 Founder Shares were forfeited resulting in 6,479,225 Founder Shares issued and outstanding. The Sponsor and management team agreed, subject to limited exceptions, not to transfer, assign or sell (i) any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 800,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $8.0 million. If the over-allotment option is exercised, the Sponsor will purchase an additional amount of up to 75,000 Private Placement Units at a price of $ 10.00 Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Shares”), and one-third non-redeemable non-redeemable Related Party Loans 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that 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. 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. 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 units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. As of March 31, 202 1, Administrative Support Agreement Commencing on the effective date of the Company’s Initial Public Offering, the Company agreed to pay its Sponsor or an affiliate of its Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support services. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2021 and for the three month period then ended, the Company incurred and accrued $30,000 in fees. These expenses are included in “general and administrative expenses – related party” on the condensed statement of operations and in due to related party on the condensed balance sheets. Consulting and Advisory Services Agreements Commencing on the effective date of the Company’s Initial Public Offering, the Company agreed to pay Cerberus Operations and Advisory Company, LLC (“COAC”) and Cerberus Technology Solutions, LLC (“CTS”) certain fees and direct and allocable compensation costs, as well as reimbursement for any out-of-pocket |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5 — Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and units that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of any Private Warrants underlying the Private Placement Units that may be issued upon conversion of working capital loans), if any, will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed upon consummation 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. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day over-allotments, The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $5.2 million in the aggregate, paid upon the closing of the Initial Public Offering and the Over-Allotment. In addition, $0.35 per unit, or approximately $9.1 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 is currently evaluating the impact of the COVID-19 |
Shareholder's Equity
Shareholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | Note 6 — Shareholder’s Equity Class A Ordinary Shares - per share. As of March 31, 2021 and December 31, 2020, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares— shares were forfeited. As of March 31, 2021 and December 31, 2020, there were 6,479,225 Class B ordinary shares issued and outstanding. 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 our shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time 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, than one-to-one. Preference Shares - |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 7 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the date of the underlying transaction, and at each reporting period for certain financial instruments. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2021 Quoted Prices Significant Significant Description Assets: Investments held in Trust Account - U.S. Treasury Securities $ 259,179,864 $ 259,179,864 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 9,070,914 $ 9,070,914 $ — $ — Warrant Liability - Private Placement $ 286,416 $ — $ 286,416 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers for the three months ended March 31, 2021. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CTAC.WS. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. As of March 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $0.3 million and $9.1 million, respectively, based on the closing price of CTAC.WS on that date of $1.05. The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Fair value as of December 31, 2020 $ 11,662,600 $ 368,250 $ 12,030,850 Changes in valuation inputs or other assumptions (2,591,686 ) (81,834 ) (2,673,520 ) Fair value as of March 31, 2021 $ 9,070,914 $ 286,416 $ 9,357,330 |
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 had 8,638,966 and 272,778 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. 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 Proposed 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 has agreed that as soon as practicable, but in no event later than twenty 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 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, as specified in the warrant agreement 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, 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 so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable 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 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 the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described below under “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrant. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Except as set forth below, none of the Private Placement Warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the last reported sale price (the “closing price”) of the Company’s 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 If the Company has not completed the initial 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. If the Company is unable to complete the initial 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 respect to such warrants. Accordingly, the warrants may expire worthless. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 9 In May 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement Warrants, the Company’s previously issued financial statements for the period ended December 31, 2020, as well as the audited balance sheet and unaudited pro forma balance sheet as of October 26, 2020 (collectively, the “Affected Periods”), should no longer be relied upon. As such, the Company has restated its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require such warrants to be classified as liabilities on a SPAC’s balance sheet as opposed to equity. Since issuance on October 26, 2020 and, subsequently, on November 10, 2020, our outstanding public and private placement warrants (the “Warrants”) to purchase common stock were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash 815-40, 815-40”). 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for the Warrants and should no longer be relied upon. Impact of the Restatement The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein As filed Restatement Adjustment As Restated Balance Sheet as of December 31, 2020 Warrant Liability — 12,030,850 12,030,850 Ordinary shares subject to possible redemption 246,805,330 12,030,850 234,774,480 Class A ordinary shares 206 120 326 Additional paid-in 5,667,824 4,225,201 9,893,025 Accumulated deficit (668,674 ) (4,225,321 ) (4,893,995 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no other event s other than already disclosed t hat have occurred that would require adjustments to or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 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 (“U.S. 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 U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the period presented. Operating results for the period from January 1, 2021 through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company 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 This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000, and any cash held in Trust Account. At March 31, 2021 and December 31, 2020 the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. The Company’s investments held in the Trust Account as of March 31, 2021 and December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. |
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 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 from 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values, primarily due to their short-term nature. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. |
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 $259,179,864 and $259,173,294 of cash equivalents held in the Trust Account as of March 31, 2021 and December 31, 2020, respectively. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. |
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. Shares of 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 March 31, 2021 and December 31, 2020, and 23,477,448 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, respectively. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred in connection with the Initial Public Offering. These costs are allocated to the Class A Ordinary Shares and the Warrants issued based on their estimated fair value as a percentage of proceeds. Offering costs attributable to Class A Ordinary Shares were charged to additional paid-in capital upon the completion of the Initial Public Offering and offering costs attributable to the Warrants were expensed as incurred. |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman 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. |
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 8,333,333 warrants to purchase Class A ordinary shares to investors in our Initial Public Offering and issued 266,666 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with our Initial Public Offering and Private Placement was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date. The fair value of warrants issued in connection with our Initial Public Offering has subsequently been measured based on the listed market price of such warrants. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (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 Initial Public Offering and Private Placement to purchase an aggregate of 8,911,745 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary of Restatement of Warrants in Financial Statements | The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein As filed Restatement Adjustment As Restated Balance Sheet as of December 31, 2020 Warrant Liability — 12,030,850 12,030,850 Ordinary shares subject to possible redemption 246,805,330 12,030,850 234,774,480 Class A ordinary shares 206 120 326 Additional paid-in 5,667,824 4,225,201 9,893,025 Accumulated deficit (668,674 ) (4,225,321 ) (4,893,995 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2021 Quoted Prices Significant Significant Description Assets: Investments held in Trust Account - U.S. Treasury Securities $ 259,179,864 $ 259,179,864 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 9,070,914 $ 9,070,914 $ — $ — Warrant Liability - Private Placement $ 286,416 $ — $ 286,416 $ — |
Summary of Reconciliation of Warrant Liabilities Measured at Fair Value | The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Fair value as of December 31, 2020 $ 11,662,600 $ 368,250 $ 12,030,850 Changes in valuation inputs or other assumptions (2,591,686 ) (81,834 ) (2,673,520 ) Fair value as of March 31, 2021 $ 9,070,914 $ 286,416 $ 9,357,330 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Nov. 10, 2020 | Oct. 26, 2020 | Mar. 31, 2021 |
Share price | $ 10 | $ 10 | $ 10 | |
Proceeds from issuance of common stock | $ 259,200,000 | |||
Investment Maturity Period | 185 days | |||
Share redemption price per share | $ 10 | $ 10 | ||
Minimum net tangible assets required for business combination | $ 5,000,001 | $ 5,000,001 | ||
Percentage of shares redeemed on non completion of business combination | 100.00% | 100.00% | ||
Minimum period required for completion of business combination from the date of closing IPO | 24 months | |||
Maximum expected dissolution expense | $ 100,000 | |||
Minimum period required for completion of business combination | 24 months | |||
Cash | $ 1,700,000 | $ 1,700,000 | ||
Working capital | $ 1,000,000 | $ 1,000,000 | ||
King Pubco Inc [Member] | ||||
Number of shares subscribed | 22,500,000 | 22,500,000 | ||
Aggregate purchase price of shares subscribed | $ 225,000,000 | $ 225,000,000 | ||
IPO [Member] | ||||
Payment of stock issuance costs | $ 14,400,000 | |||
Sponsor [Member] | ||||
Proceeds from related party to meet expense | 25,000 | |||
Proceeds from related party debt | $ 128,000 | |||
Sponsor [Member] | Private Placement [Member] | ||||
Share price | $ 10 | |||
Class of warrants or rights subscribed but unissued | 75,000 | |||
Minimum [Member] | ||||
Percentage of fair value of net assets held in trust account | 80.00% | 80.00% | ||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% | ||
Common Class A [Member] | ||||
Share price | $ 18 | $ 18 | ||
Common Class A [Member] | IPO [Member] | ||||
Stock shares issued during the period shares new issues | 25,000,000 | |||
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 250,000,000 | |||
Payment of stock issuance costs | 14,500,000 | |||
Deferred underwriting commissions | $ 8,800,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Stock shares issued during the period shares new issues | 916,900 | 3,750,000 | ||
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 9,200,000 | |||
Payment of stock issuance costs | 500,000 | |||
Deferred underwriting commissions | $ 300,000 | |||
Common Class A [Member] | Private Placement [Member] | ||||
Stock shares issued during the period shares new issues | 800,000 | |||
Share price | $ 10 | |||
Proceeds from issuance of private placement | $ 8,000,000 | |||
Common Class A [Member] | Overallotment Private Placement [Member] | ||||
Stock shares issued during the period shares new issues | 18,338 | |||
Proceeds from issuance of private placement | $ 183,380,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Nov. 10, 2020 | Oct. 26, 2020 | Sep. 10, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Unrecognized tax benefits | $ 0 | |||||
Income tax penalties and interest accrued | $ 0 | |||||
FDIC Insured Amount | $ 250,000 | |||||
Temporary Equity, Shares Outstanding | 23,471,862 | 23,477,448 | ||||
Antidilutive Securities Excluded from Computation of EPS | 8,911,745 | |||||
Net gain from investments held in Trust Account | $ 6,570 | |||||
Net loss | (55,861) | |||||
Investments held in Trust Account | 259,179,864 | $ 259,173,294 | ||||
Cash equivalents | $ 0 | $ 0 | ||||
Public Warrants [Member] | IPO [Member] | ||||||
Warrants issued to purchase common shares, initial public offering | 8,333,333 | |||||
Private Placement Warrants [Member] | Private Placement [Member] | ||||||
Warrants issued to purchase common shares, private placement issue | 266,666 | |||||
Asset Held In Trust [Member] | ||||||
Net Asset Value Per Share | $ 1 | |||||
Common Class B [Member] | ||||||
Net loss | $ 200,000 | |||||
Warrants issued to purchase common shares, private placement issue | 11,500,000 | |||||
Common Class A [Member] | ||||||
Temporary Equity, Shares Outstanding | 23,471,862 | 23,477,448 | ||||
Net gain from investments held in Trust Account | $ 6,500 | |||||
Common Class A [Member] | IPO [Member] | ||||||
Warrants issued to purchase common shares, initial public offering | 25,000,000 | |||||
Common Class A [Member] | Private Placement [Member] | ||||||
Warrants issued to purchase common shares, initial public offering | 800,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 10, 2020 | Oct. 26, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Initial Public Offering [Line Items] | ||||
Share price | $ 10 | $ 10 | ||
Common stock conversion basis | Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant (each, a “Public Warrant”). | |||
Class of warrants or rights exercise price of warrrant | $ 1.05 | |||
Class A Common Stock [Member] | ||||
Initial Public Offering [Line Items] | ||||
Share price | $ 18 | |||
IPO [Member] | ||||
Initial Public Offering [Line Items] | ||||
Payment of stock issuance costs | $ 14.4 | |||
IPO [Member] | Class A Common Stock [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock shares issued during the period shares new issues | 25,000,000 | |||
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 250 | |||
Payment of stock issuance costs | 14.5 | |||
Deferred underwriting commissions | $ 8.8 | |||
Over-Allotment Option [Member] | Class A Common Stock [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock shares issued during the period shares new issues | 916,900 | 3,750,000 | ||
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 9.2 | |||
Payment of stock issuance costs | 0.5 | |||
Deferred underwriting commissions | $ 0.3 | |||
Underwriting option period | 45 days | |||
Public Warrants [Member] | ||||
Initial Public Offering [Line Items] | ||||
Class of warrants or rights exercise price of warrrant | $ 11.50 | |||
Public Warrants [Member] | Class A Common Stock [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of securities called by each warrant | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Dec. 07, 2020 | Nov. 10, 2020 | Oct. 26, 2020 | Oct. 21, 2020 | Oct. 16, 2020 | Sep. 10, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 10 | $ 10 | $ 10 | |||||||
Proceeds from the issuance of warrants | $ 183,380 | |||||||||
Class of warrants or rights exercise price of warrrant | $ 1.05 | |||||||||
General and administrative expenses - related party | $ 435,062 | |||||||||
Administrative Support Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
General and administrative expenses - related party | 30,000 | |||||||||
Consulting and Advisory Services Agreements [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
General and administrative expenses - related party | 400,000 | |||||||||
Due to related party | $ 400,000 | 400,000 | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt instrument conversion price per unit | $ 10 | $ 10 | ||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction expenses per month for office space and support services | $ 10,000 | |||||||||
Share Price Triggering Warrant Redemption [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | 10 | 10 | ||||||||
Share Price Triggering Warrant Redemption [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 10 | $ 10 | ||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 10 | |||||||||
Class of warrants or rights subscribed but unissued | 75,000 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period value for services | $ 25,000 | |||||||||
Stock issued during the period shares for services | 11,500,000 | |||||||||
Share based compensation shares forfeited during the period | 708,275 | 708,275 | 1,437,500 | 2,875,000 | ||||||
Share based compensation value forfeited during the period | $ 0 | $ 0 | ||||||||
Common stock shares issued | 6,479,225 | 6,479,225 | 6,479,225 | |||||||
Common stock shares outstanding | 6,479,225 | 7,187,500 | 6,479,225 | 6,479,225 | ||||||
Common stock shares subject to forfeiture | 937,500 | 937,500 | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares issued | 6,479,225 | |||||||||
Common stock shares outstanding | 6,479,225 | |||||||||
Percentage of the common stock outstanding | 20.00% | 20.00% | 20.00% | |||||||
Common Class B [Member] | Sponsor [Member] | One Year After the Completion of Business Combination [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares lock in period | 1 year | |||||||||
Common Class B [Member] | Sponsor [Member] | One Hundred and Fifty Days After the Completion of Business Combination [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | $ 12 | ||||||||
Number of trading days | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Common Class B [Member] | Sponsor [Member] | One Hundred and Fifty Days After the Completion of Business Combination or on the Occurrence of Any Other Event Like Liquidation [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares lock in period | 150 days | |||||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period shares new issues | 916,900 | |||||||||
Private Placement Warrants [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights number of warrants issued during the period | 800,000 | |||||||||
Class of warrant or rights issue price per unit | $ 10 | |||||||||
Proceeds from the issuance of warrants | $ 8 | |||||||||
Class of warrants or rights subscribed but unissued | 75,000 | |||||||||
Class of warrants or rights lock in period | 30 days | |||||||||
Class of warrants or rights exercise price of warrrant | $ 11.50 | $ 11.50 | ||||||||
Class of warrants or rights number of warrants issued during the period | 18,338 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 10, 2020 | Oct. 26, 2020 | Mar. 31, 2021 |
Private Placement [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Stock shares issued during the period shares new issues | 916,900 | 3,750,000 | |
Underwriting option period | 45 days | ||
Common Class A [Member] | Common Stock Underlying Private Placement Warrants [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Common stock underlying warrants lock in period | 30 days | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Common stock shares subcribed but not yet issued | 3,750,000 | ||
Stock shares issued during the period shares new issues | 916,900 | ||
Deferred underwriting discount per unit | $ 0.35 | ||
Deferred underwriting commission payable | $ 9.1 | ||
Underwriting option period | 45 days | ||
Common Class B [Member] | Initial Public Offering Including Over Allotement [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Underwriting discount per unit | $ 0.20 | ||
Deferred underwriting commission payable | $ 5.2 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - USD ($) | Dec. 07, 2020 | Nov. 10, 2020 | Oct. 21, 2020 | Oct. 16, 2020 | Sep. 10, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||
Preferred stock shares authorised | 5,000,000 | 5,000,000 | |||||
Preferred stock shares issued | 0 | 0 | |||||
Preferred stock shares outstanding | 0 | 0 | |||||
Class A Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorised | 500,000,000 | 500,000,000 | |||||
Common stock shares issued | 3,263,376 | 3,257,790 | |||||
Common stock shares outstanding | 3,263,376 | 3,257,790 | |||||
Class A Common Stock [Member] | Sponsor [Member] | Including Initial Public Offer And Excluding Units Issued in Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Percentage of the common stock outstanding | 20.00% | ||||||
Class B Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorised | 50,000,000 | 50,000,000 | |||||
Common stock shares issued | 6,479,225 | 6,479,225 | |||||
Common stock shares outstanding | 7,187,500 | 6,479,225 | 6,479,225 | ||||
Stock issued during the period shares for services | 11,500,000 | ||||||
Share based compensation shares forfeited during the period | 708,275 | 708,275 | 1,437,500 | 2,875,000 | |||
Share based compensation value forfeited during the period | $ 0 | $ 0 | |||||
Common stock shares subject to forfeiture | 937,500 | 937,500 | |||||
Class B Common Stock [Member] | Director Election Before Business Combination [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock shares specific voting rights | right to vote on the election of the Company’s directors prior to the initial Business Combination | ||||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock shares issued | 6,479,225 | ||||||
Common stock shares outstanding | 6,479,225 | ||||||
Percentage of the common stock outstanding | 20.00% | 20.00% |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | Nov. 10, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Proceeds from the issuance of warrants | $ 183,380 | ||
Exercise price per share, warrants | $ 1.05 | ||
Fair value assets liabilities levels transfers amount | $ 0 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Proceeds from the issuance of warrants | $ 9,100,000 | ||
Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Proceeds from the issuance of warrants | $ 300,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | $ 259,179,864 | $ 259,173,294 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | 259,179,864 | |
Liabilities: | ||
Warrant Liability - Public Warrants | 9,070,914 | |
Warrant Liability - Private Placement | 286,416 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | 259,179,864 | |
Liabilities: | ||
Warrant Liability - Public Warrants | 9,070,914 | |
Warrant Liability - Private Placement | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | ||
Liabilities: | ||
Warrant Liability - Public Warrants | ||
Warrant Liability - Private Placement | 286,416 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | ||
Liabilities: | ||
Warrant Liability - Public Warrants | ||
Warrant Liability - Private Placement |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Detail) - Fair Value, Inputs, Level 1 [Member] - Fair Value, Recurring [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 12,030,850 |
Changes in valuation inputs or other assumptions | (2,673,520) |
Ending balance | 9,357,330 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 11,662,600 |
Changes in valuation inputs or other assumptions | (2,591,686) |
Ending balance | 9,070,914 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 368,250 |
Changes in valuation inputs or other assumptions | (81,834) |
Ending balance | $ 286,416 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Nov. 10, 2020 | |
Class of Warrant or Right [Line Items] | |||
Share price | $ 10 | $ 10 | |
Common Class A [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 18 | ||
After Closing Of Business Combination [Member] | Common Class A [Member] | Sponsor [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock shares lock in period | 30 days | ||
Share Price Triggering Warrant Redemption [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 10 | ||
Share Price Triggering Warrant Redemption [Member] | Sponsor [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 10 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 8,638,966 | ||
Class of warrants or rights period within which registration shall be carried out with securities exchange commission | 20 days | ||
Public Warrants [Member] | After Closing Of Business Combination [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights period after which exercising of the same can be done | 30 days | ||
Class of warrants or rights outstanding term | 5 years | ||
Public Warrants [Member] | After Closing Of Business Combination [Member] | Sponsor [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Public Warrants [Member] | After Closing Of Initial Public Offering [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights period after which exercising of the same can be done | 12 months | ||
Class of warrants or rights period within which registration shall be effective | 60 days | ||
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Triggering Share Price One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights redemption price per warrant | $ 0.01 | ||
Notice period required for warrants to be redeemed | 30 days | ||
Number of consecutive trading days | 20 days | ||
Number of trading days | 30 days | ||
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Triggering Share Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 10 | ||
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Triggering Share Price Two [Member] | Last Reported Share Price [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | 18 | ||
Class of warrants or rights redemption price per warrant | $ 0.10 | ||
Notice period required for warrants to be redeemed | 30 days | ||
Number of consecutive trading days | 20 days | ||
Number of trading days | 30 days | ||
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Triggering Share Price Two [Member] | Last Closing Share Price [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of consecutive trading days | 20 days | ||
Number of trading days | 30 days | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 272,778 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement of Warrants in Financial Statements (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrant liability | $ 12,030,850 | |
Ordinary shares subject to possible redemption | $ 234,718,620 | 234,774,480 |
Additional paid-in capital | 9,948,884 | 9,893,025 |
Accumulated deficit | (4,949,856) | (4,893,995) |
As Filed [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrant liability | ||
Ordinary shares subject to possible redemption | 246,805,330 | |
Additional paid-in capital | 5,667,824 | |
Accumulated deficit | (668,674) | |
Restatement Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrant liability | 12,030,850 | |
Ordinary shares subject to possible redemption | 12,030,850 | |
Additional paid-in capital | 4,225,201 | |
Accumulated deficit | (4,225,321) | |
Class A Common Stock [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class A ordinary shares | $ 327 | 326 |
Class A Common Stock [Member] | As Filed [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class A ordinary shares | 206 | |
Class A Common Stock [Member] | Restatement Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class A ordinary shares | $ 120 |