Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 16, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Biotech Acquisition Co | |
Trading Symbol | BIOT | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001825413 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39935 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 545 West 25th Street | |
Entity Address, Address Line Two | 20th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | (212) | |
Local Phone Number | 227-1905 | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 402,397 | |
Prepaid expenses | 271,762 | |
Total Current Assets | 674,159 | |
Deferred offering costs | 89,500 | |
Marketable securities held in Trust Account | 230,015,440 | |
TOTAL ASSETS | 230,689,599 | 89,500 |
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | ||
Current liabilities | ||
Accounts payable and accrued expenses | 357,683 | |
Advances from related parties | 870 | |
Promissory note – related party | 69,500 | |
Total Current Liabilities | 358,553 | 69,500 |
Warrant liabilities | 11,544,000 | |
Deferred underwriting commission payable | 8,650,000 | |
Total Liabilities | 20,552,553 | 69,500 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption 23,000,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively | 230,015,440 | |
Shareholders’ (Deficit) Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding, at September 30, 2021 and December 31, 2020 | 575 | 575 |
Additional paid-in capital | 24,425 | |
Accumulated deficit | (19,878,969) | (5,000) |
Total Shareholders’ (Deficit) Equity | (19,878,394) | 20,000 |
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | $ 230,689,599 | $ 89,500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 23,000,000 | |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Operating and formation costs | $ 5,000 | $ 629,850 | $ 1,240,203 |
Loss from operations | (5,000) | (629,850) | (1,240,203) |
Other income: | |||
Interest income – bank | 22 | 58 | |
Interest earned on marketable securities held in Trust Account | 5,798 | 15,440 | |
Change in fair value of warrants | 3,566,000 | 2,166,000 | |
Transaction cost – warrants | (520,319) | ||
Other income, net | 3,571,820 | 1,661,179 | |
Net income (loss) | $ (5,000) | $ 2,941,970 | $ 420,976 |
Basic and diluted weighted average shares outstanding, Class A ordinary shares (in Shares) | 23,000,000 | 20,641,026 | |
Basic and diluted net income per share, Class A ordinary shares (in Dollars per share) | $ 0.1 | $ 0.02 | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares (in Shares) | 5,000,000 | 5,750,000 | 5,673,077 |
Basic and diluted net income per share, Class B ordinary shares (in Dollars per share) | $ 0.1 | $ 0.02 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders’ Equity (Unaudited) - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 02, 2020 | |||||
Balance (in Shares) at Sep. 02, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 575 | 24,425 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 5,750,000 | ||||
Net income (loss) | (5,000) | (5,000) | |||
Balance at Sep. 30, 2020 | $ 575 | 24,425 | (5,000) | 20,000 | |
Balance (in Shares) at Sep. 30, 2020 | 5,750,000 | ||||
Balance at Dec. 31, 2020 | $ 575 | 24,425 | (5,000) | 20,000 | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | ||||
Proceeds in excess of fair value of Private placement warrants | 1,260,000 | 1,260,000 | |||
Accretion of Class A ordinary shares subject to redemption | (1,284,425) | (20,283,412) | (21,567,837) | ||
Net income (loss) | 2,546,530 | 2,546,530 | |||
Balance at Mar. 31, 2021 | $ 575 | (17,741,882) | (17,741,307) | ||
Balance (in Shares) at Mar. 31, 2021 | 5,750,000 | ||||
Accretion of Class A ordinary shares subject to redemption | (5,735) | (5,735) | |||
Net income (loss) | (5,067,524) | (5,067,524) | |||
Balance at Jun. 30, 2021 | $ 575 | (22,815,141) | (22,814,566) | ||
Balance (in Shares) at Jun. 30, 2021 | 5,750,000 | ||||
Accretion of Class A ordinary shares subject to redemption | (5,798) | (5,798) | |||
Net income (loss) | 2,941,970 | 2,941,970 | |||
Balance at Sep. 30, 2021 | $ 575 | $ (19,878,969) | $ (19,878,394) | ||
Balance (in Shares) at Sep. 30, 2021 | 5,750,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (5,000) | $ 420,976 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (2,166,000) | |
Interest earned on marketable securities held in Trust Account | (15,440) | |
Transaction costs incurred in connection with IPO | 520,319 | |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | |
Prepaid expenses | (271,762) | |
Accounts payable and accrued expenses | 357,683 | |
Net cash used in operating activities | (1,154,224) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 226,000,000 | |
Proceeds from sale of Private Placement Warrants | 6,000,000 | |
Advances from related party | 870 | |
Refund of over payment of promissory note | 25,000 | |
Proceeds from promissory note – related party | 60,910 | |
Payments made on promissory note - related party | (155,410) | |
Payment of offering costs | (374,749) | |
Payment of deferred offering costs | ||
Net cash provided by financing activities | 231,556,621 | |
Net Change in Cash | 402,397 | |
Cash – Beginning | ||
Cash – Ending | 402,397 | |
Non-cash investing and financing activities: | ||
Initial classification of public warrant liability | 8,970,000 | |
Initial classification of private warrant liability | 4,740,000 | |
Initial classification of Class A ordinary shares subject to possible redemption | 230,015,440 | |
Deferred underwriting commission payable | 8,650,000 | |
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 | |
Payment of offering costs through the issuance of promissory note | $ 69,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Biotech Acquisition Company (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 3, 2020. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period September 3, 2020 (inception) through September 30, 2021 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering became effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering, selling 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, as described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Biotech Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5. Transaction costs amounted to $13,114,249, consisting of $4,000,000 of underwriting fees, $8,650,000 of deferred underwriting commission and $464,249 of other offering costs. Following the closing of the Initial Public Offering on January 28, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. Treasury Securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commission held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) 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 Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company will have until January 28, 2023 (the “Combination Period”) to complete a Business Combination. 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 no more than 10 business days thereafter, redeem 100% of the outstanding 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of 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 Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its 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 acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account 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 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that although it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had cash of $402,397 not held in the Trust Account and available for working capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management, in consultation with its advisors, identified a correction required to be made in its previously issued financial statements. The requirement to make the change arose from the manner in which, as of the closing of the Company’s Initial Public Offering, the Company valued its Class A ordinary shares subject to possible redemption. The Company previously determined the value of such Class A ordinary shares to be equal to the redemption value of such shares, after taking into consideration the terms of the Company’s Amended and Restated Memorandum and Articles of Association, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, and in light of SEC comments recently reported in respect of other special purpose acquisition companies (“SPACs”), that the Class A ordinary shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its Class A ordinary shares subject to possible redemption should reflect the possible redemption of all Class A ordinary shares. As a result, management has noted a required reclassification related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the Class A ordinary shares subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share, to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates, as the most likely outcome, a Business Combination in which both classes of ordinary shares share pro rata in the income (loss) of the Company. There is no resulting impact on previously reported amounts for total assets, total liabilities, cash flows, or net income (loss). The following table summarizes the effect of the restatement on each financial statement line item as of the dates and for the periods indicated below. As Adjustment As Balance Sheet as of January 28, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 204,195,750 $ 25,804,250 $ 230,000,000 Class A ordinary shares $ 258 $ (258 ) $ — Additional paid-in capital $ 5,524,487 $ (5,524,487 ) $ — Accumulated deficit $ (525,319 ) $ (20,279,505 ) $ (20,804,824 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (25,804,250 ) $ (20,804,249 ) Number of Class A ordinary shares subject to redemption 20,419,575 2,580,425 23,000,000 Number of Class A ordinary shares 2,580,425 (2,580,425 ) — Balance Sheet as of March 31, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 207,262,597 $ 22,741,310 $ 230,003,907 Class A ordinary shares $ 227 $ (227 ) $ — Additional paid-in capital $ 2,457,671 $ (2,457,671 ) $ — Accumulated deficit $ 2,541,530 $ (20,283,412 ) $ (17,741,882 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (22,741,310 ) $ (17,741,307 ) Number of Class A ordinary shares subject to redemption 20,725,908 2,274,092 23,000,000 Number of Class A ordinary shares 2,274,092 (2,274,092 ) — Balance Sheet as of June 30, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 202,195,076 $ 27,814,566 $ 230,009,642 Class A ordinary shares $ 278 $ (278 ) $ — Additional paid-in capital $ 7,525,141 $ (7,525,141 ) $ — Accumulated deficit $ (2,525,994 ) $ (20,289,147 ) $ (22,815,141 ) Total Shareholders’ Equity (Deficit) $ 5,000,000 $ (27,814,566 ) $ (22,814,566 ) Number of Class A ordinary shares subject to redemption 20,218,660 2,781,340 23,000,000 Number of Class A ordinary shares 2,781,340 (2,781,340 ) — Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 20,419,575 (4,575,131 ) 15,844,444 Basic and diluted net income per share, Class A ordinary shares $ — $ 0.12 $ 0.12 Basic and diluted weighted average shares outstanding, Class B ordinary shares 7,083,263 (1,566,596 ) 5,516,667 Basic and diluted net income per share, Class B ordinary shares $ 0.36 $ (0.24 ) $ 0.12 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 20,725,908 2,274,092 23,000,000 Basic and diluted net income per share, Class A ordinary shares $ — $ (0.18 ) $ (0.18 ) Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,024,092 (2,274,092 ) 5,750,000 Basic and diluted net income per share, Class B ordinary shares $ (0.63 ) $ 0.45 $ (0.18 ) Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) 20,601,773 (1,159,784 ) 19,441,989 Basic and diluted weighted average shares outstanding, Class A ordinary shares $ — $ (0.10 ) $ (0.10 ) Basic and diluted net income per share, Class A ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 7,661,208 (2,027,230 ) 5,633,978 Basic and diluted net income per share, Class B ordinary shares $ (0.33 ) $ 0.23 $ (0.10 ) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Sale of 23,000,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses $ 208,436,070 $ (208,436,070 ) $ — Class A ordinary shares $ 227 $ (227 ) $ — Class A ordinary shares subject to redemption $ (207,262,597 ) $ 207,262,597 $ — Accretion for Class A ordinary shares to redemption amount $ — $ (21,567,837 ) $ (21,567,837 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (22,741,310 ) $ (17,741,307 ) Number of Class A ordinary shares not subject to redemption 2,274,092 (2,274,092 ) — Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Class A ordinary shares $ 278 $ (278 ) $ — Change in value of Class A ordinary shares subject to redemption $ 5,067,521 $ (5,067,251 ) $ — Total Shareholders’ Equity (Deficit) $ 5,000,000 $ (27,814,566 ) $ (22,814,566 ) Number of Class A ordinary shares not subject to redemption 2,781,340 (2,781,340 ) — Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 204,195,750 $ 25,804,250 $ 230,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 204,195,750 $ 25,804,250 $ 230,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 27 th rd Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. Upon the closing of the Initial Public Offering and the Private Placement, $230 million was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (8,970,000 ) Class A ordinary shares issuance costs (12,593,930 ) Plus: Accretion of carrying value to redemption value - IPO $ 21,563,930 Accretion of carrying value to redemption value 15,440 Class A ordinary shares subject to possible redemption $ 230,015,440 Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,114,249 were initially charged to shareholders’ equity upon the completion of the Initial Public Offering, and $520,319 of the offering costs were related to the warrant liabilities and charged to the statements of operations. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 28, 2021, offering costs totaling $13,114,249 (consisting of $4,000,000 in underwriters’ discount, $8,650,000 in deferred underwriters’ discount, and $464,249 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities of $520,319 have been expensed and presented as non-operating expenses in the statements of operations and offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. The Private Placement Warrants are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. 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 considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Earnings per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the dilutive warrants is contingent upon the occurrence of future events. Additionally, the private placement warrants are excluded from the calculation due to being not-in-the-money, therefore, anti-dilutive as of September 30, 2021. The warrants are exercisable to purchase 17,500,000 Class A ordinary shares in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,353,576 $ 588,394 $ 330,217 $ 90,759 $ — $ (5,000 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 20,641,026 5,673,077 — 5,000,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.02 $ 0.02 $ — $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10.) Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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 Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $6,000,000) from the Company in a private placement. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On September 8, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option, the 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement commencing on January 25, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $80,000 in fees for these services, respectively. For the period from September 3, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services. A total of $10,000 is included in accounts payable and accrued expenses in the accompanying September 30, 2021 condensed balance sheet. Promissory Note — Related Party On September 8, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. As of January 28, 2021, $130,410 was outstanding under the Promissory Note. On March 4, 2021, $130,410 was paid to the sponsor to reduce the balance of the Promissory Note to $0. As of September 30, 2021, $0 was outstanding under the Promissory Note. Sponsor Commitment On November 10, 2021, the Sponsor committed to provide the Company with an aggregate of $600,000 in loans. The loans, if issued, will be non-interest bearing, unsecured, convertible into warrants with terms identical to the Private Placement Warrants at a price of $1.00 per warrant and repaid upon the consummation of an initial business combination to the extent then outstanding. If the Company does not consummate an initial business combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans. 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except to the extent described in the preceding paragraph, the terms of such Working Capital Loans 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 lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 25, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 20,000,000 Units sold in the Initial Public Offering, or $7,000,000, and (ii) 5.5% of the gross proceeds from the 3,000,000 Units sold pursuant to the underwriter’s full exercise of its IPO over-allotment option, representing a total deferred fee of $8,650,000. 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. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares At September 30, 2021 and December 31, 2020, there were 23,000,000 and no shares of Class A ordinary shares issued and outstanding subject to possible redemption, which are presented as temporary equity, respectively. Class B Ordinary Shares — Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in Business Combination. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants Disclosure [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but 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. Redemption of Warrants ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like). 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. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. 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 measurement date. 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 fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $230,015,440 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2021, the Company has not withdrawn any of interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, Level 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 230,015,440 Liabilities: Warrant liability – Public Warrants 1 $ 7,590,000 Warrant liability – Private Placement Warrants 3 $ 3,954,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying September 30, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of September 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our ordinary shares. The expected volatility of the Company’s ordinary shares was determined based on the implied volatility of the Public Warrants. The key inputs into the binomial lattice model for the Warrants were as follows: January 28, September 30, Input Public Warrants Private Warrants Private Warrants Market price of public shares $ 9.61 $ 9.61 9.74 Risk-free rate 1.00 % 1.00 % 0.94 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 11.50 Effective expiration date 6/12/26 6/12/26 6/12/26 One-touch hurdle $ 18.13 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 4,740,000 8,970,000 13,710,000 Change in valuation inputs or other assumptions (786,000 ) (1,380,000 ) (2,166,000 ) Fair value as of September 30, 2021 $ 3,954,000 $ 7,590,000 $ 11,544,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. On November 8, 2021, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Blade Blade Merger Sub Closing BAC Representative Blade Representative Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “ Conversion Merger PIPE Investors PIPE The total consideration received by Blade security holders from the Company at the Closing will have an aggregate value equal to $280,000,000 less the value of certain contingent payments that may become payable to Blade’s current Series C-1 Preferred Stockholders (the “ Merger Consideration In addition to the Merger Consideration set forth above, the Earnout Participants will also have a contingent right to receive up to an additional 3,500,000 shares of the Company’s common stock (the “ Earnout Shares Earnout Period Price Earnout Milestone Exchange Act Simultaneously with the execution of the Merger Agreement, the Company and Blade entered into subscription agreements (collectively, the “ Subscription Agreements PIPE Shares PIPE Investment |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 27 th rd |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. Upon the closing of the Initial Public Offering and the Private Placement, $230 million was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (8,970,000 ) Class A ordinary shares issuance costs (12,593,930 ) Plus: Accretion of carrying value to redemption value - IPO $ 21,563,930 Accretion of carrying value to redemption value 15,440 Class A ordinary shares subject to possible redemption $ 230,015,440 |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,114,249 were initially charged to shareholders’ equity upon the completion of the Initial Public Offering, and $520,319 of the offering costs were related to the warrant liabilities and charged to the statements of operations. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 28, 2021, offering costs totaling $13,114,249 (consisting of $4,000,000 in underwriters’ discount, $8,650,000 in deferred underwriters’ discount, and $464,249 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities of $520,319 have been expensed and presented as non-operating expenses in the statements of operations and offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. The Private Placement Warrants are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. 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 considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Earnings Per Share | Net Earnings per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the dilutive warrants is contingent upon the occurrence of future events. Additionally, the private placement warrants are excluded from the calculation due to being not-in-the-money, therefore, anti-dilutive as of September 30, 2021. The warrants are exercisable to purchase 17,500,000 Class A ordinary shares in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,353,576 $ 588,394 $ 330,217 $ 90,759 $ — $ (5,000 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 20,641,026 5,673,077 — 5,000,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.02 $ 0.02 $ — $ — |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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 Company’s condensed financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
Schedule of financial statements | As Adjustment As Balance Sheet as of January 28, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 204,195,750 $ 25,804,250 $ 230,000,000 Class A ordinary shares $ 258 $ (258 ) $ — Additional paid-in capital $ 5,524,487 $ (5,524,487 ) $ — Accumulated deficit $ (525,319 ) $ (20,279,505 ) $ (20,804,824 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (25,804,250 ) $ (20,804,249 ) Number of Class A ordinary shares subject to redemption 20,419,575 2,580,425 23,000,000 Number of Class A ordinary shares 2,580,425 (2,580,425 ) — Balance Sheet as of March 31, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 207,262,597 $ 22,741,310 $ 230,003,907 Class A ordinary shares $ 227 $ (227 ) $ — Additional paid-in capital $ 2,457,671 $ (2,457,671 ) $ — Accumulated deficit $ 2,541,530 $ (20,283,412 ) $ (17,741,882 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (22,741,310 ) $ (17,741,307 ) Number of Class A ordinary shares subject to redemption 20,725,908 2,274,092 23,000,000 Number of Class A ordinary shares 2,274,092 (2,274,092 ) — Balance Sheet as of June 30, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 202,195,076 $ 27,814,566 $ 230,009,642 Class A ordinary shares $ 278 $ (278 ) $ — Additional paid-in capital $ 7,525,141 $ (7,525,141 ) $ — Accumulated deficit $ (2,525,994 ) $ (20,289,147 ) $ (22,815,141 ) Total Shareholders’ Equity (Deficit) $ 5,000,000 $ (27,814,566 ) $ (22,814,566 ) Number of Class A ordinary shares subject to redemption 20,218,660 2,781,340 23,000,000 Number of Class A ordinary shares 2,781,340 (2,781,340 ) — Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 20,419,575 (4,575,131 ) 15,844,444 Basic and diluted net income per share, Class A ordinary shares $ — $ 0.12 $ 0.12 Basic and diluted weighted average shares outstanding, Class B ordinary shares 7,083,263 (1,566,596 ) 5,516,667 Basic and diluted net income per share, Class B ordinary shares $ 0.36 $ (0.24 ) $ 0.12 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Basic and diluted weighted average shares outstanding, Class A ordinary shares 20,725,908 2,274,092 23,000,000 Basic and diluted net income per share, Class A ordinary shares $ — $ (0.18 ) $ (0.18 ) Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,024,092 (2,274,092 ) 5,750,000 Basic and diluted net income per share, Class B ordinary shares $ (0.63 ) $ 0.45 $ (0.18 ) Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) 20,601,773 (1,159,784 ) 19,441,989 Basic and diluted weighted average shares outstanding, Class A ordinary shares $ — $ (0.10 ) $ (0.10 ) Basic and diluted net income per share, Class A ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 7,661,208 (2,027,230 ) 5,633,978 Basic and diluted net income per share, Class B ordinary shares $ (0.33 ) $ 0.23 $ (0.10 ) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Sale of 23,000,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses $ 208,436,070 $ (208,436,070 ) $ — Class A ordinary shares $ 227 $ (227 ) $ — Class A ordinary shares subject to redemption $ (207,262,597 ) $ 207,262,597 $ — Accretion for Class A ordinary shares to redemption amount $ — $ (21,567,837 ) $ (21,567,837 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (22,741,310 ) $ (17,741,307 ) Number of Class A ordinary shares not subject to redemption 2,274,092 (2,274,092 ) — Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Class A ordinary shares $ 278 $ (278 ) $ — Change in value of Class A ordinary shares subject to redemption $ 5,067,521 $ (5,067,251 ) $ — Total Shareholders’ Equity (Deficit) $ 5,000,000 $ (27,814,566 ) $ (22,814,566 ) Number of Class A ordinary shares not subject to redemption 2,781,340 (2,781,340 ) — Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 204,195,750 $ 25,804,250 $ 230,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 204,195,750 $ 25,804,250 $ 230,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of condensed balance sheet are reconciled | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (8,970,000 ) Class A ordinary shares issuance costs (12,593,930 ) Plus: Accretion of carrying value to redemption value - IPO $ 21,563,930 Accretion of carrying value to redemption value 15,440 Class A ordinary shares subject to possible redemption $ 230,015,440 |
Schedule of basic and diluted net income per common share | Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,353,576 $ 588,394 $ 330,217 $ 90,759 $ — $ (5,000 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 20,641,026 5,673,077 — 5,000,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.02 $ 0.02 $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | September 30, Level 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 230,015,440 Liabilities: Warrant liability – Public Warrants 1 $ 7,590,000 Warrant liability – Private Placement Warrants 3 $ 3,954,000 |
Schedule of binomial lattice model for warrants | January 28, September 30, Input Public Warrants Private Warrants Private Warrants Market price of public shares $ 9.61 $ 9.61 9.74 Risk-free rate 1.00 % 1.00 % 0.94 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 11.50 Effective expiration date 6/12/26 6/12/26 6/12/26 One-touch hurdle $ 18.13 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 4,740,000 8,970,000 13,710,000 Change in valuation inputs or other assumptions (786,000 ) (1,380,000 ) (2,166,000 ) Fair value as of September 30, 2021 $ 3,954,000 $ 7,590,000 $ 11,544,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Jan. 28, 2021 | Sep. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Share price per unit (in Dollars per share) | $ 10 | |
Transaction costs | $ 13,114,249 | |
Underwriting fees | 4,000,000 | |
Deferred underwriting fees | 8,650,000 | |
Other offering costs | $ 464,249 | |
Assets held in the trust account, percentage | 80.00% | |
Ownership percentage | 50.00% | |
Trust account per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate percentage | 15.00% | |
Redemption of public shares, percentage | 100.00% | |
Outstanding public shares, percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Cash | 402,397 | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Issuance of shares (in Shares) | 23,000,000 | |
Share price per unit (in Dollars per share) | $ 10 | |
Gross proceeds | $ 230,000,000 | |
Net proceeds amount | $ 230,000,000 | |
Share price (in Dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Issuance of shares (in Shares) | 3,000,000 | |
Private Placement Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 6,000,000 | |
Sale of warrants (in Shares) | 6,000,000 | |
Warrant price per share (in Dollars per share) | $ 1 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revision Of Previously Issued Financial Statements [Abstract] | |
Redemption net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 28, 2021 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A ordinary shares subject to possible redemption | $ 202,195,076 | $ 207,262,597 | $ 202,195,076 | $ 204,195,750 |
Class A ordinary shares | 278 | 227 | 278 | 258 |
Additional paid-in capital | 7,525,141 | 2,457,671 | 7,525,141 | 5,524,487 |
Accumulated deficit | (2,525,994) | 2,541,530 | (2,525,994) | (525,319) |
Total Shareholders’ Equity (Deficit) | $ 5,000,000 | $ 5,000,003 | $ 5,000,000 | $ 5,000,001 |
Number of Class A ordinary shares subject to redemption (in Shares) | 20,218,660 | 20,725,908 | 20,218,660 | 20,419,575 |
Number of Class A ordinary shares (in Shares) | 2,781,340 | 2,274,092 | 2,781,340 | 2,580,425 |
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 20,601,773 | |||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Sale of 23,000,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses | $ 208,436,070 | |||
Change in value of Class A ordinary shares subject to redemption | $ 5,067,521 | (207,262,597) | ||
Accretion for Class A ordinary shares to redemption amount | ||||
Number of Class A ordinary shares not subject to redemption (in Shares) | 2,781,340 | 2,274,092 | ||
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Initial classification of Class A ordinary shares subject to possible redemption | $ 204,195,750 | $ 204,195,750 | ||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||||
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 20,725,908 | 20,419,575 | ||
Basic and diluted net income per share (in Dollars per share) | ||||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||||
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 8,024,092 | 7,083,263 | 7,661,208 | |
Basic and diluted net income per share (in Dollars per share) | $ (0.63) | $ 0.36 | $ (0.33) | |
Adjustment [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A ordinary shares subject to possible redemption | $ 27,814,566 | $ 22,741,310 | $ 27,814,566 | $ 25,804,250 |
Class A ordinary shares | (278) | (227) | (278) | (258) |
Additional paid-in capital | (7,525,141) | (2,457,671) | (7,525,141) | (5,524,487) |
Accumulated deficit | (20,289,147) | (20,283,412) | (20,289,147) | (20,279,505) |
Total Shareholders’ Equity (Deficit) | $ (27,814,566) | $ (22,741,310) | $ (27,814,566) | $ (25,804,250) |
Number of Class A ordinary shares subject to redemption (in Shares) | 2,781,340 | 2,274,092 | 2,781,340 | 2,580,425 |
Number of Class A ordinary shares (in Shares) | (2,781,340) | (2,274,092) | (2,781,340) | (2,580,425) |
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | (1,159,784) | |||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Sale of 23,000,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses | $ (208,436,070) | |||
Change in value of Class A ordinary shares subject to redemption | $ (5,067,251) | 207,262,597 | ||
Accretion for Class A ordinary shares to redemption amount | $ (21,567,837) | |||
Number of Class A ordinary shares not subject to redemption (in Shares) | (2,781,340) | (2,274,092) | ||
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Initial classification of Class A ordinary shares subject to possible redemption | $ 25,804,250 | $ 25,804,250 | ||
Adjustment [Member] | Class A Ordinary Shares [Member] | ||||
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 2,274,092 | (4,575,131) | ||
Basic and diluted net income per share (in Dollars per share) | $ (0.18) | $ 0.12 | $ (0.1) | |
Adjustment [Member] | Class B Ordinary Shares [Member] | ||||
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | (2,274,092) | (1,566,596) | (2,027,230) | |
Basic and diluted net income per share (in Dollars per share) | $ 0.45 | $ (0.24) | $ 0.23 | |
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A ordinary shares subject to possible redemption | $ 230,009,642 | $ 230,003,907 | $ 230,009,642 | $ 230,000,000 |
Class A ordinary shares | ||||
Additional paid-in capital | ||||
Accumulated deficit | (22,815,141) | (17,741,882) | (22,815,141) | (20,804,824) |
Total Shareholders’ Equity (Deficit) | $ (22,814,566) | $ (17,741,307) | $ (22,814,566) | $ (20,804,249) |
Number of Class A ordinary shares subject to redemption (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Number of Class A ordinary shares (in Shares) | ||||
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 19,441,989 | |||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Sale of 23,000,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses | ||||
Change in value of Class A ordinary shares subject to redemption | ||||
Accretion for Class A ordinary shares to redemption amount | $ (21,567,837) | |||
Number of Class A ordinary shares not subject to redemption (in Shares) | ||||
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Initial classification of Class A ordinary shares subject to possible redemption | $ 230,000,000 | $ 230,000,000 | ||
As Restated [Member] | Class A Ordinary Shares [Member] | ||||
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 23,000,000 | 15,844,444 | ||
Basic and diluted net income per share (in Dollars per share) | $ (0.18) | $ 0.12 | $ (0.1) | |
As Restated [Member] | Class B Ordinary Shares [Member] | ||||
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 5,750,000 | 5,516,667 | 5,633,978 | |
Basic and diluted net income per share (in Dollars per share) | $ (0.18) | $ 0.12 | $ (0.1) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Jan. 28, 2021 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Money market funds | $ 230,000,000 | |
Offering costs | $ 13,114,249 | |
Offering costs related to warrant liabilities | 520,319 | |
Underwriters discount | 4,000,000 | |
Deferred underwriters discount | 8,650,000 | |
Other offering expenses | $ 464,249 | |
Warrant liabilities | $ 520,319 | |
Purchase of shares (in Shares) | 17,500,000 | |
Federal depository insurance | $ 250,000 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 13,114,249 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheet are reconciled | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of condensed balance sheet are reconciled [Abstract] | |
Gross proceeds | $ 230,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (8,970,000) |
Class A ordinary shares issuance costs | (12,593,930) |
Plus: | |
Accretion of carrying value to redemption value - IPO | 21,563,930 |
Accretion of carrying value to redemption value | 15,440 |
Class A ordinary shares subject to possible redemption | $ 230,015,440 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Class B Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share [Line Items] | |||
Allocation of net income (loss), as adjusted | $ 2,353,576 | $ 330,217 | |
Basic and diluted weighted average shares outstanding | 23,000,000 | 20,641,026 | |
Basic and diluted net income per ordinary share | $ 0.1 | $ 0.02 | |
Class A Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share [Line Items] | |||
Allocation of net income (loss), as adjusted | $ (5,000) | $ 588,394 | $ 90,759 |
Basic and diluted weighted average shares outstanding | 5,000,000 | 5,750,000 | 5,673,077 |
Basic and diluted net income per ordinary share | $ 0.1 | $ 0.02 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Purchase price (in Dollars per share) | $ / shares | $ 10 |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Public offering, shares | 23,000,000 |
Initial public offering, description | Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Public offering, shares | 3,000,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Number of purchased shares | shares | 6,000,000 |
Warrant price per share | $ / shares | $ 1 |
Aggregate amount of purchased value | $ | $ 6,000,000 |
Description of sale of stock | Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 28, 2021 | Sep. 08, 2020 | Jan. 25, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Aug. 10, 2021 | Mar. 04, 2021 |
Related Party Transactions (Details) [Line Items] | |||||||
Percentage of issued and outstanding shares | 20.00% | ||||||
Combination price per share (in Dollars per share) | $ 12 | $ 12 | |||||
Administrative and support services | $ 10,000 | ||||||
Services fee | $ 30,000 | $ 80,000 | |||||
Accrued expenses | 10,000 | 10,000 | |||||
Aggregate principal amount | $ 300,000 | ||||||
Outstanding amount | $ 130,410 | ||||||
Reduce amount of promissory note | $ 130,410 | ||||||
Promissory balance amount | $ 0 | ||||||
Outstanding promissory note | 0 | 0 | |||||
Aggregate loans | $ 600,000 | ||||||
Price per shares (in Dollars per share) | $ 1 | ||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||||
Sale of price per share (in Dollars per share) | $ 1 | $ 1 | |||||
Founders [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture (in Shares) | 750,000 | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Founder shares are no longer subject to forfeiture (in Shares) | 750,000 | ||||||
Class B Ordinary Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Offering and formation costs | $ 25,000 | ||||||
Founder shares (in Shares) | 5,750,000 |
Commitments (Details)
Commitments (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting agreement description | The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 20,000,000 Units sold in the Initial Public Offering, or $7,000,000, and (ii) 5.5% of the gross proceeds from the 3,000,000 Units sold pursuant to the underwriter’s full exercise of its IPO over-allotment option, representing a total deferred fee of $8,650,000. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Shareholders’ equity , description | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in Business Combination. | |
Class A Ordinary Shares [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Ordinary shares, shares authorized | 500,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |
Ordinary shares, shares issued | 23,000,000 | |
Ordinary shares, shares outstanding | 23,000,000 | |
Class B Ordinary Shares [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants Disclosure [Abstract] | |
Public Warrant Expired | 5 years |
Warrants, Description | ●in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like). |
Business combination description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Asset held in trust account | $ 230,015,440 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | Sep. 30, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Cash and marketable securities held in Trust Account | $ 230,015,440 |
Liabilities: | |
Warrant liability – Public Warrants | 7,590,000 |
Level 3 [Member] | |
Liabilities: | |
Warrant liability – Private Placement Warrants | $ 3,954,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for warrants - $ / shares | 1 Months Ended | 9 Months Ended |
Jan. 28, 2021 | Sep. 30, 2021 | |
(Initial Measurement) Public Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Market price of public shares | $ 9.61 | |
Risk-free rate | 1.00% | |
Dividend yield | 0.00% | |
Exercise price | $ 11.5 | |
Effective expiration date | Jun. 12, 2026 | |
One-touch hurdle | $ 18.13 | |
(Initial Measurement) Private Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Market price of public shares | $ 9.61 | |
Risk-free rate | 1.00% | |
Dividend yield | 0.00% | |
Exercise price | $ 11.5 | |
Effective expiration date | Jun. 12, 2026 | |
One-touch hurdle | ||
Private Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Market price of public shares | $ 9.74 | |
Risk-free rate | 0.94% | |
Dividend yield | 0.00% | |
Exercise price | $ 11.5 | |
Effective expiration date | Jun. 12, 2026 | |
One-touch hurdle |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value beginning | |
Initial measurement on January 28, 2021 | 4,740,000 |
Change in valuation inputs or other assumptions | (786,000) |
Fair value ending | 3,954,000 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value beginning | |
Initial measurement on January 28, 2021 | 8,970,000 |
Change in valuation inputs or other assumptions | (1,380,000) |
Fair value ending | 7,590,000 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value beginning | |
Initial measurement on January 28, 2021 | 13,710,000 |
Change in valuation inputs or other assumptions | (2,166,000) |
Fair value ending | $ 11,544,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Nov. 08, 2021USD ($)$ / sharesshares |
Subsequent Events (Details) [Line Items] | |
Merger agreement, description | Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Conversion”) and (ii) at the Closing, and following the Conversion and the PIPE Investment (defined below), Blade Merger Sub will merge with and into Blade (the “Merger”), with Blade continuing as the surviving entity and wholly-owned subsidiary of the Company, and with each Blade stockholder receiving shares of the Company’s common stock at the Closing. Simultaneously with entering into the Merger Agreement, the Company entered into Subscription Agreements (as defined below) with investors (the “PIPE Investors”) to purchase a total of 2,430,000 shares of the Company’s common stock in a private equity investment (the “PIPE”) for a purchase price equal to $10.00 per share and aggregate gross proceeds to the Company equal to $24,300,000. The PIPE Investors include certain existing Blade stockholders. |
Aggregate value equal | $ | $ 280,000,000 |
Additional Shares | shares | 3,500,000 |
Greaterthan per share | $ / shares | $ 15 |
Outstanding voting securities,percentage | 50.00% |
Subsequent event description | The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). |