Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-40182 | |
Entity Registrant Name | Silver Spike Acquisition Corp II | |
Entity Central Index Key | 0001826435 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 660 Madison Ave Ste 1600 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 212 | |
Local Phone Number | 905-4923 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | SPKB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | SPKBW | |
Security Exchange Name | NASDAQ | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant | |
Trading Symbol | SPKBU | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,187,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 1,135,544 | $ 0 |
Prepaid expenses | 257,470 | 0 |
Total Current Assets | 1,393,014 | 0 |
Deferred Offering Costs | 0 | 100,112 |
Marketable securities held in Trust Account | 287,515,246 | 0 |
Total Assets | 288,908,260 | 100,112 |
Current liabilities: | ||
Accounts payable and accrued expenses | 150,558 | 0 |
Accrued offering costs | 12,000 | 59,662 |
Related party promissory note | 0 | 20,450 |
Total Current Liabilities | 162,558 | 80,112 |
Warrant Liability | 16,678,125 | 0 |
Deferred underwriting fee payable | 10,062,500 | 0 |
Total Liabilities | 26,903,183 | 80,112 |
Commitments | ||
Class A ordinary shares subject to possible redemption, 25,699,144 and 0 shares at redemption value, at June 30, 2021 and December 31, 2020, respectively | 257,005,069 | 0 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 8,364,318 | 24,281 |
Accumulated deficit | (3,365,334) | (5,000) |
Total Shareholders' Equity | 5,000,008 | 20,000 |
Total Liabilities and Shareholders' Equity | 288,908,260 | 100,112 |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares | 305 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares | $ 719 | $ 719 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Shareholders' Equity | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Ordinary shares subject to possible redemption (in shares) | 25,699,144 | 0 |
Shareholders' Equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 3,050,856 | 0 |
Ordinary shares, shares outstanding (in shares) | 3,050,856 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 7,187,500 | 7,187,500 |
Ordinary shares, shares outstanding (in shares) | 7,187,500 | 7,187,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Loss from Operations [Abstract] | ||
Operating costs | $ 209,522 | $ 740,789 |
Loss from operations | (209,522) | (740,789) |
Other expense: | ||
Change in fair value of warrant liability | (5,188,750) | (2,634,791) |
Interest income on marketable securities held in Trust Account | 6,496 | 15,246 |
Other expense, net | (5,182,254) | (2,619,545) |
Net loss | (5,391,776) | (3,360,334) |
Ordinary Shares Subject to Possible Redemption [Member] | ||
Other expense: | ||
Interest income on marketable securities held in Trust Account | $ 5,807 | $ 13,628 |
Basic weighted average shares outstanding (in shares) | 26,238,886 | 25,943,237 |
Basic net loss per share (in dollars per share) | $ 0 | $ 0 |
Diluted weighted average shares outstanding (in shares) | 26,238,886 | 25,943,237 |
Diluted net loss per share (in dollars per share) | $ 0 | $ 0 |
Non-redeemable Ordinary shares [Member] | ||
Other expense: | ||
Basic weighted average shares outstanding (in shares) | 9,698,614 | 8,256,277 |
Basic net loss per share (in dollars per share) | $ (0.56) | $ (0.41) |
Diluted weighted average shares outstanding (in shares) | 9,698,614 | 8,256,277 |
Diluted net loss per share (in dollars per share) | $ (0.56) | $ (0.41) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary Shares [Member]Class A Ordinary Shares [Member] | Ordinary Shares [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 719 | $ 24,281 | $ (5,000) | $ 20,000 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,187,500 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Sale of 28,750,000 Units, less fair value of warrants, net of underwriting discounts and offering expenses | $ 2,875 | $ 0 | 263,585,870 | 0 | 263,588,745 |
Sale of 28,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 28,750,000 | 0 | |||
Cash in excess of fair value from sale of private warrants | 1,756,666 | 0 | 1,756,666 | ||
Change in value of ordinary shares subject to possible redemption | $ (2,624) | $ 0 | (262,394,222) | 0 | (262,396,846) |
Change in value of ordinary shares subject to possible redemption (in shares) | (26,238,886) | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | 2,031,442 | 2,031,442 |
Ending balance at Mar. 31, 2021 | $ 251 | $ 719 | 2,972,595 | 2,026,442 | 5,000,007 |
Ending balance (in shares) at Mar. 31, 2021 | 2,511,114 | 7,187,500 | |||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 719 | 24,281 | (5,000) | 20,000 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,187,500 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Net income (loss) | (3,360,334) | ||||
Ending balance at Jun. 30, 2021 | $ 305 | $ 719 | 8,364,318 | (3,365,334) | 5,000,008 |
Ending balance (in shares) at Jun. 30, 2021 | 3,050,856 | 7,187,500 | |||
Beginning balance at Mar. 31, 2021 | $ 251 | $ 719 | 2,972,595 | 2,026,442 | 5,000,007 |
Beginning balance (in shares) at Mar. 31, 2021 | 2,511,114 | 7,187,500 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Change in value of ordinary shares subject to possible redemption | $ 54 | $ 0 | 5,391,723 | 0 | 5,391,777 |
Change in value of ordinary shares subject to possible redemption (in shares) | 539,742 | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | (5,391,776) | (5,391,776) |
Ending balance at Jun. 30, 2021 | $ 305 | $ 719 | $ 8,364,318 | $ (3,365,334) | $ 5,000,008 |
Ending balance (in shares) at Jun. 30, 2021 | 3,050,856 | 7,187,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (3,360,334) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liability | 2,634,791 |
Interest earned on marketable securities held in Trust Account | (15,246) |
Transaction costs incurred in connection with IPO | 467,695 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (257,470) |
Accounts payable and accrued expenses | 150,558 |
Net cash used in operating activities | (380,006) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (287,500,000) |
Net cash used in investing activities | (287,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 281,750,000 |
Proceeds from sale of Private Placement Warrants | 7,750,000 |
Proceeds from promissory note - related party | 53,688 |
Repayment of promissory note - related party | (74,138) |
Payment of offering costs | (464,000) |
Net cash provided by financing activities | 289,015,550 |
Net Change in Cash | 1,135,544 |
Cash - Beginning | 0 |
Cash - Ending | 1,135,544 |
Non-Cash Investing and Financing Activities: | |
Offering costs included in accrued offering costs | 348,800 |
Initial classification of Class A ordinary shares subject to possible redemption | 259,896,110 |
Change in value of ordinary shares subject to possible redemption | (2,891,041) |
Deferred underwriting fee payable | $ 10,062,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Silver Spike Acquisition Corp II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating 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 June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 10, 2021. On March 15, 2021, the Company consummated the Initial Public Offering of 25,000,000 units and, together with the full exercise by the underwriters of the over-allotment option to purchase an additional 3,750,000 units on March 23, 2021, sold a total of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per unit, generating gross proceeds of $287,500,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Silver Spike Sponsor, LLC (the “Sponsor”), generating gross proceeds of $7,750,000, which is described in Note 5. Transaction costs amounted to $16,328,950, consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $516,450 of other offering costs. Following the closing of the Initial Public Offering on March 15, 2021 and the full exercise by the underwriters of the over-allotment option on March 23, 2021, an amount of $287,500,000 ($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. government 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of the 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 sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commissions 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, solely in its discretion. The public 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) as of two The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, 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 attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal 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 Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during 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 or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 15% or more 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 not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (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 18 months from the closing of the Public Offering 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 (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until March 15, 2023 (the “Combination Period”) to consummate 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 which interest shall be 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 underwriters have agreed to waive their rights to the deferred underwriting commission 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 (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account 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 interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have 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 while 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 these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. 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 (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 March 12, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 19, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 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 condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills and money market funds which primarily invest in U.S. Treasury Bills. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 10). For the six months ended June 30, 2021, the fair market value of our warrant liability increased by Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5-A – Expenses of Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Transaction costs amounted to $16,328,950, of which $467,695 were allocated to expense associated with the warrant liability. To the extent that the aggregate proceeds from the issuance of an instrument which is classified by the Company as a derivative liability is less than the fair market value determination of such liability, the amount of such liability in excess of the aggregate issuance proceeds is immediately recorded as compensation expense. 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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. 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 June 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 subject to income tax examinations by major taxing authorities since inception. 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 periods presented. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 12,354,167 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest income $ 5,807 $ 13,628 Unrealized gain on investments held in Trust Account — — Net income $ 5,807 $ 13,628 Denominator: Weighted Average Ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 26,238,886 25,943,237 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Loss minus Net Earnings Net income $ (5,391,776 ) $ (3,360,334 ) Net income allocable to Ordinary shares subject to possible redemption (5,807 ) (13,628 ) Non-Redeemable Net Income $ (5,397,583 ) $ (3,373,962 ) Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 9,698,614 8,256,277 Basic and diluted net income per share $ (0.56 ) $ (0.41 ) 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 accompanying condensed financial statements, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2021 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-quarter |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,166,667 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,750,000. 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. Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share, subject to adjustment (see Note 9). 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 | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Company issued an aggregate of 7,187,500 Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, 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 underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently 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 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 splits, share dividends, rights issuances, subdivisions, 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 whereby, commencing on March 10, 2021, the Company will pay the Sponsor up to $20,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2021, the Company incurred $60,000 and $80,000 in fees for these services, respectively, of which such amounts are included in accrued expenses in the accompanying condensed balance sheets. Promissory Note – Related Party On September 18, 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 $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Proposed Public Offering. As of June 30, 2021 and December 31, 2020, there was $0 and $20,450 outstanding, respectively, under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 10, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale. 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 the 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 permit any registration statement filed under the Securities Act 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 were paid a cash underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate, which 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 | 6 Months Ended |
Jun. 30, 2021 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At June 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At June 30, 2021 there were 3,050,856 shares of Class A ordinary shares issued or outstanding, excluding 25,699,144 Class A ordinary shares subject to possible redemption. At December 31, 2021 there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At June 30, 2021 and December 31, 2020, there were 7,187,500 Class B ordinary shares issued and outstanding, respectively. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The Class B Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the Business Combination, 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 Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor. |
WARRANT LIABILITY
WARRANT LIABILITY | 6 Months Ended |
Jun. 30, 2021 | |
WARRANT LIABILITY [Abstract] | |
WARRANT LIABILITY | NOTE 8. WARRANT LIABILITY Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. 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 it commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” 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, and in the event we do not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement 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 three If and when the Public 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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 above, 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 $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed 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 | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 the Company assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 287,515,246 $ — Liabilities: Warrant Liability – Public Warrants 1 9,703,125 — Warrant Liability – Private Warrants 3 6,975,000 — The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our condensed balance sheets. 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 Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The key inputs into the Monte Carlo simulation as of March 15, 2021 and June 30, 2021 were as follows: Input March 15, 2021 (Initial Measurement) June 30, 2021 Risk-free interest rate 1.06 % 0.99 % Expected term (years) 6.00 5.71 Expected volatility 18.1 % 19.5 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.72 $ 9.75 The following tables summarize the changes in the fair value of the warrant liabilities: Public Warrants Private Warrants Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial fair value as of March 15, 2021 8,050,000 5,993,334 14,043,334 Change in valuation inputs or other assumptions 1,653,125 981,666 2,634,791 Fair value as of June 30 2021 9,703,125 6,975,000 16,678,125 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 six months ended June 30, 2021 was $9,703,125. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT 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 (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 March 12, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 19, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills and money market funds which primarily invest in U.S. Treasury Bills. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 10). For the six months ended June 30, 2021, the fair market value of our warrant liability increased by |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5-A – Expenses of Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Transaction costs amounted to $16,328,950, of which $467,695 were allocated to expense associated with the warrant liability. To the extent that the aggregate proceeds from the issuance of an instrument which is classified by the Company as a derivative liability is less than the fair market value determination of such liability, the amount of such liability in excess of the aggregate issuance proceeds is immediately recorded as compensation expense. |
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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
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 June 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 subject to income tax examinations by major taxing authorities since inception. 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 periods presented. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 12,354,167 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest income $ 5,807 $ 13,628 Unrealized gain on investments held in Trust Account — — Net income $ 5,807 $ 13,628 Denominator: Weighted Average Ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 26,238,886 25,943,237 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Loss minus Net Earnings Net income $ (5,391,776 ) $ (3,360,334 ) Net income allocable to Ordinary shares subject to possible redemption (5,807 ) (13,628 ) Non-Redeemable Net Income $ (5,397,583 ) $ (3,373,962 ) Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 9,698,614 8,256,277 Basic and diluted net income per share $ (0.56 ) $ (0.41 ) |
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 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 accompanying condensed financial statements, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivatives Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basic and Diluted Net Income (Loss) per Ordinary Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest income $ 5,807 $ 13,628 Unrealized gain on investments held in Trust Account — — Net income $ 5,807 $ 13,628 Denominator: Weighted Average Ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 26,238,886 25,943,237 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Loss minus Net Earnings Net income $ (5,391,776 ) $ (3,360,334 ) Net income allocable to Ordinary shares subject to possible redemption (5,807 ) (13,628 ) Non-Redeemable Net Income $ (5,397,583 ) $ (3,373,962 ) Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 9,698,614 8,256,277 Basic and diluted net income per share $ (0.56 ) $ (0.41 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 287,515,246 $ — Liabilities: Warrant Liability – Public Warrants 1 9,703,125 — Warrant Liability – Private Warrants 3 6,975,000 — |
Level 3 Fair Value Measurement Inputs | The key inputs into the Monte Carlo simulation as of March 15, 2021 and June 30, 2021 were as follows: Input March 15, 2021 (Initial Measurement) June 30, 2021 Risk-free interest rate 1.06 % 0.99 % Expected term (years) 6.00 5.71 Expected volatility 18.1 % 19.5 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.72 $ 9.75 |
Changes in Fair Value of Warrant Liabilities | The following tables summarize the changes in the fair value of the warrant liabilities: Public Warrants Private Warrants Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial fair value as of March 15, 2021 8,050,000 5,993,334 14,043,334 Change in valuation inputs or other assumptions 1,653,125 981,666 2,634,791 Fair value as of June 30 2021 9,703,125 6,975,000 16,678,125 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Mar. 23, 2021USD ($)$ / sharesshares | Mar. 15, 2021$ / sharesshares | Jun. 30, 2021USD ($)Business$ / shares |
Proceeds from Issuance of Equity [Abstract] | |||
Gross proceeds from initial public offering | $ 281,750,000 | ||
Proceeds from private placement of warrants | 7,750,000 | ||
Transaction costs | $ 16,328,950 | ||
Underwriting fees | 5,750,000 | ||
Deferred underwriting fees | 10,062,500 | ||
Other offering costs | 516,450 | ||
Cash deposited in Trust Account | $ 287,500,000 | $ 287,500,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||
Number of business days prior to completion of business combination | 2 days | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period of business combination from the closing of initial public offering | 18 months | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Minimum [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Number of Operating Businesses Included in Initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||
Post-transaction ownership percentage of the target business | 50.00% | ||
Maximum [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Amount of interest to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1.50 | ||
Warrants issued (in shares) | shares | 5,166,667 | ||
Proceeds from private placement of warrants | $ 7,750,000 | ||
Class A Ordinary Shares [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | shares | 28,750,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Initial Public Offering [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | shares | 28,750,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | shares | 25,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 287,500,000 | ||
Redemption price (in dollars per share) | $ / shares | $ 10 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | shares | 3,750,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrant Liability (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Warrant Liability [Abstract] | |
Change in the fair value of warrant liability | $ 2,634,791 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs Associated with the Initial Public Offering (Details) | Mar. 23, 2021USD ($) |
Offering Costs Associated with the Initial Public Offering [Abstract] | |
Offering costs | $ 16,328,950 |
Offering costs related to warrant liabilities | $ 467,695 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Net Income Allocable to Ordinary Shares [Abstract] | |||
Interest income | $ 6,496 | $ 15,246 | |
Net income | (5,391,776) | $ 2,031,442 | (3,360,334) |
Net income | $ 5,807 | $ 13,628 | |
Warrants [Member] | |||
Net Income (Loss) per Ordinary Share [Abstract] | |||
Antidilutive securities excluded from calculation of diluted loss per share (in shares) | 12,354,167 | 12,354,167 | |
Ordinary Shares Subject to Possible Redemption [Member] | |||
Numerator: Net Income Allocable to Ordinary Shares [Abstract] | |||
Interest income | $ 5,807 | $ 13,628 | |
Unrealized gain on investments held in Trust Account | $ 0 | $ 0 | |
Denominator: Weighted Average Ordinary Shares [Abstract] | |||
Basic weighted average shares outstanding (in shares) | 26,238,886 | 25,943,237 | |
Diluted weighted average shares outstanding (in shares) | 26,238,886 | 25,943,237 | |
Basic net income per share (in dollars per share) | $ 0 | $ 0 | |
Diluted net income per share (in dollars per share) | $ 0 | $ 0 | |
Non-redeemable Ordinary shares [Member] | |||
Numerator: Net Income Allocable to Ordinary Shares [Abstract] | |||
Non-Redeemable Net Income | $ (5,397,583) | $ (3,373,962) | |
Denominator: Weighted Average Ordinary Shares [Abstract] | |||
Basic weighted average shares outstanding (in shares) | 9,698,614 | 8,256,277 | |
Diluted weighted average shares outstanding (in shares) | 9,698,614 | 8,256,277 | |
Basic net income per share (in dollars per share) | $ (0.56) | $ (0.41) | |
Diluted net income per share (in dollars per share) | $ (0.56) | $ (0.41) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - Initial Public Offering [Member] - $ / shares | Mar. 23, 2021 | Jun. 30, 2021 |
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 28,750,000 | |
Unit price (in dollars per share) | $ 10 | |
Public Warrants [Member] | ||
Initial Public Offering [Abstract] | ||
Number of ordinary shares included in each unit (in shares) | 0.25 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Class A Ordinary Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Number of ordinary shares included in each unit (in shares) | 1 | |
Number of ordinary shares called by each warrant (in shares) | 1 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Mar. 23, 2021 | Jun. 30, 2021 |
Private Placement [Abstract] | ||
Proceeds from private placement of warrants | $ 7,750,000 | |
Private Placement Warrants [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 5,166,667 | |
Share price (in dollars per share) | $ 1.50 | |
Proceeds from private placement of warrants | $ 7,750,000 | |
Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||
Private Placement [Abstract] | ||
Number of ordinary shares called by each warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | 1 Months Ended | 6 Months Ended |
Sep. 30, 2020USD ($)shares | Jun. 30, 2021$ / sharesshares | |
Class A Ordinary Shares [Member] | ||
Related Party Transactions [Abstract] | ||
Trading day threshold period | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Related Party Transactions [Abstract] | ||
Share price threshold to transfer, assign or sell shares (in dollars per share) | $ / shares | $ 12 | |
Threshold period after initial business combination | 150 days | |
Sponsor [Member] | Class B Ordinary Shares [Member] | ||
Related Party Transactions [Abstract] | ||
Shares issued (in shares) | 7,187,500 | |
Proceeds from issuance of ordinary shares to Sponsor | $ | $ 25,000 | |
Stock conversion ratio | 1 | |
Percentage of shares held by Founder after Initial Public Offering | 20.00% | |
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Number of shares subject to forfeiture (in shares) | 937,500 | |
Holding period for transfer, assignment or sale of Founder Shares | 1 year |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($) | Mar. 10, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Related Party Transactions [Abstract] | |||
Fees incurred | $ 60,000 | $ 80,000 | |
Maximum [Member] | |||
Related Party Transactions [Abstract] | |||
Monthly related party fee | $ 20,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 18, 2020 |
Related Party Transactions [Abstract] | |||
Debt outstanding | $ 0 | $ 20,450 | |
Maximum [Member] | |||
Related Party Transactions [Abstract] | |||
Aggregate principal amount | $ 250,000 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] - Working Capital Loans [Member] | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
Related Party Transactions [Abstract] | |
Amount of related party transaction | $ | $ 1,500,000 |
Share price (in dollars per share) | $ / shares | $ 1.50 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Mar. 23, 2021USD ($)$ / shares | Jun. 30, 2021Demand |
Registration and Stockholder Rights [Abstract] | ||
Number of demands eligible security holder can make | Demand | 3 | |
Underwriting Agreement [Abstract] | ||
Cash underwriting discount (in dollars per share) | $ / shares | $ 0.20 | |
Underwriting fees | $ | $ 5,750,000 | |
Deferred underwriting discount (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting fees | $ | $ 10,062,500 |
SHAREHOLDERS' EQUITY, Preferred
SHAREHOLDERS' EQUITY, Preferred Shares (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
SHAREHOLDERS' EQUITY [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
SHAREHOLDERS' EQUITY, Ordinary
SHAREHOLDERS' EQUITY, Ordinary Shares (Details) | 6 Months Ended | |
Jun. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity [Abstract] | ||
Conversion of stock at the time of an initial business combination (in shares) | 1 | |
Stock conversion percentage threshold | 20.00% | |
Class A Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Votes per share | Vote | 1 | |
Ordinary shares, shares issued (in shares) | 3,050,856 | 0 |
Ordinary shares, shares outstanding (in shares) | 3,050,856 | 0 |
Ordinary shares subject to possible redemption (in shares) | 25,699,144 | 0 |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Votes per share | Vote | 1 | |
Ordinary shares, shares issued (in shares) | 7,187,500 | 7,187,500 |
Ordinary shares, shares outstanding (in shares) | 7,187,500 | 7,187,500 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Warrants [Abstract] | |
Period to exercise warrants after business combination | 30 days |
Period to file registration statement after initial Business Combination | 15 days |
Period for registration statement to become effective | 60 days |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 |
Trading day period to calculate volume weighted average trading price following notice of redemption | 30 days |
Public Warrants [Member] | |
Warrants [Abstract] | |
Expiration period of warrants | 5 years |
Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Threshold consecutive trading days | 30 days |
Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 12 |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |
Warrants [Abstract] | |
Percentage multiplier | 180.00% |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Threshold trading days | 20 days |
Threshold consecutive trading days | 30 days |
Threshold period before sending notice period | 3 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |
Warrants [Abstract] | |
Percentage multiplier | 100.00% |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |
Warrants [Abstract] | |
Percentage multiplier | 115.00% |
Warrant redemption price (in dollars per share) | $ 18 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Trading day period to calculate volume weighted average trading price | 20 days |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers into Level 3 | $ 0 | |
Transfers out of Level 3 | 0 | |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 287,515,246 | $ 0 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 9,703,125 | 0 |
Recurring [Member] | Level 3 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 6,975,000 | $ 0 |
FAIR VALUE MEASUREMENTS, Key In
FAIR VALUE MEASUREMENTS, Key Inputs into Monte Carlo Simulation (Details) | Jun. 30, 2021 | Mar. 15, 2021 |
Risk-free Interest Rate [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Measurement input | 0.0099 | 0.0106 |
Expected Term [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Term | 5 years 8 months 15 days | 6 years |
Expected Volatility [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Measurement input | 0.195 | 0.181 |
Exercise Price [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Fair Value of Units [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Measurement input | 9.75 | 9.72 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Change in Fair Value of Warrant Liabilities (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Warrant Liabilities [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | $ 0 |
Initial fair value as of March 15, 2021 | 14,043,334 |
Change in valuation inputs or other assumptions | 2,634,791 |
Fair value, end of period | 16,678,125 |
Public Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial fair value as of March 15, 2021 | 8,050,000 |
Change in valuation inputs or other assumptions | 1,653,125 |
Fair value, end of period | 9,703,125 |
Fair value transferred from level 3 to level 1 | 9,703,125 |
Private Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial fair value as of March 15, 2021 | 5,993,334 |
Change in valuation inputs or other assumptions | 981,666 |
Fair value, end of period | $ 6,975,000 |