Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 10, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Sports Ventures Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001826574 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Entity File Number | 001-39842 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Class A ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,660,000 | |
Class B ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash | $ 712,827 | ||
Deferred offering costs | 154,103 | ||
Prepaid expenses and other current assets | 735,657 | ||
Total current assets | 1,448,484 | 154,103 | |
Cash and marketable securities held in Trust Account | 230,010,410 | ||
Total Assets | 231,458,894 | 154,103 | |
Current liabilities: | |||
Accounts payable and offering costs | 9,508 | 114,697 | |
Due to related party | 27,453 | 21,666 | |
Total current liabilities | 36,961 | 136,363 | |
Warrant liability | 7,178,058 | ||
Deferred underwriting discount | 8,050,000 | ||
Total liabilities | 15,265,019 | 136,363 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, 21,119,387 and 0 shares at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 211,193,870 | ||
Shareholders’ Equity: | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,540,613 and 0 shares issued and outstanding (excluding 21,119,387 and 0 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | 254 | ||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares were issued and outstanding at March 31, 2021 and December 31, 2020, respectively() | [1] | 575 | 575 |
Additional paid-in capital | 1,094,024 | 24,425 | |
Retained earnings | 3,905,152 | (7,260) | |
Total shareholders’ equity | 5,000,005 | 17,740 | |
Total Liabilities and Shareholders’ Equity | $ 231,458,894 | $ 154,103 | |
[1] | At December 31, 2020 includes up to 750,000 shares subject to forfeiture if the underwriter’s over-allotment option is not exercised in full or in part by the underwriter. (See Note 7) |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A ordinary shares | ||
Ordinary shares, redemption shares | 21,119,387 | 21,119,387 |
Ordinary shares, redemption par value (in Dollars per share) | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares outstanding | 2,540,613 | 0 |
Ordinary shares, shares issued | 2,540,613 | 0 |
Class B ordinary shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
Ordinary shares, shares issued | 5,750,000 | 5,750,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 172,274 |
Loss from operations | (172,274) |
Other income/(expense) | |
Change in fair value of warrants | 4,732,278 |
Transaction costs | (658,002) |
Interest income | 10,410 |
Total other income, net | 4,084,686 |
Net Income | $ 3,912,412 |
Class A redeemable ordinary shares | |
Other income/(expense) | |
Weighted average ordinary shares (in Shares) | shares | 23,000,000 |
Basic and diluted net income per ordinary share (in Dollars per share) | $ / shares | |
Class A non-redeemable and Class B non-redeemable ordinary shares | |
Other income/(expense) | |
Weighted average ordinary shares (in Shares) | shares | 6,351,667 |
Basic and diluted net income per ordinary share (in Dollars per share) | $ / shares | $ 0.61 |
Condensed Statement of changes
Condensed Statement of changes in shareholders’ equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Retained Earnings | Total | |
Balance at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (7,260) | $ 17,740 | ||
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | [1] | ||||
Sale of 23,000,000 Class A shares at IPO, net of fair value of public warrants | $ 2,300 | 218,419,926 | 218,422,226 | |||
Sale of 23,000,000 Class A shares at IPO, net of fair value of public warrants (in Shares) | 23,000,000 | |||||
Sale of 660,000 Class A shares in private placement, net of fair value of private placement warrants | $ 66 | 6,267,372 | 6,267,438 | |||
Sale of 660,000 Class A shares in private placement, net of fair value of private placement warrants (in Shares) | 660,000 | |||||
Underwriting discount and offering costs | (12,425,941) | (12,425,941) | ||||
Class A ordinary shares subject to possible redemption | $ (2,112) | (211,191,758) | (211,193,870) | |||
Class A ordinary shares subject to possible redemption (in Shares) | (21,119,387) | |||||
Net income | 3,912,412 | 3,912,412 | ||||
Balance at Mar. 31, 2021 | $ 254 | $ 575 | $ 1,094,024 | $ 3,905,152 | $ 5,000,005 | |
Balance (in Shares) at Mar. 31, 2021 | 2,540,613 | 5,750,000 | [1] | |||
[1] | At December 31, 2020 includes up to 750,000 shares subject to forfeiture if the underwriter’s over-allotment option is not exercised in full or in part by the underwriter. (See Note 7) |
Condensed Statement of change_2
Condensed Statement of changes in shareholders’ equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units at IPO | 23,000,000 |
Sale of Class A shares at IPO | 660,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Net Income | $ 3,912,412 |
Interest earned on cash held in Trust Account | (10,410) |
Change in fair value of warrant liabilities | (4,732,278) |
Transaction costs | 658,002 |
Prepaid assets | (735,657) |
Accounts payable and accrued expenses | 48,914 |
Net cash used in operating activities | (859,017) |
Cash flows from investing activities: | |
Cash and marketable securities held in Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash flows from financing activities: | |
Proceeds from sale of Units, net of offering costs | 229,566,057 |
Proceeds from issuance of Private Placement Units | 6,600,000 |
Payment of underwriter discount | (4,600,000) |
Borrowings from promissory note | 182,457 |
Payment of borrowings from promissory note | (204,123) |
Borrowings from related party | 28,387 |
Parment of borrowings from related party | (934) |
Net cash provided by financing activities | 231,571,844 |
Net Change in Cash | 712,827 |
Cash, beginning of the period | |
Cash, end of period | 712,827 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 206,620,900 |
Change in value of Class A common stock subject to possible redemption | 4,572,970 |
Deferred underwriters’ discount payable charged to additional paid in capital | $ 8,050,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Sports Ventures Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 24, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from September 24, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments in the Company’s Trust account and will recognize changes in the fair value of the warrant liability as other income (expense). The Company’s sponsor is AKICV LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective January 5, 2021 (the “Effective Date”). On January 8, 2021, the Company consummated its IPO of 23,000,000 units (“Units”), including 3,000,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Simultaneously with the closing of the IPO, pursuant to the Unit Subscription Agreement, the Company completed the private sale of 660,000 Units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company of $6,600,000. The Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in Note 5. No underwriting discounts or commissions were paid with respect to such sale. Each Unit consists of one share of Class A ordinary shares, and one-third redeemable warrant to purchase one share of Class A ordinary shares at a price of $11.50 per whole share, generating gross proceeds of $6,600,000, which is described in Note 4. Transaction costs of the IPO amounted to $13,083,943 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, and $431,080 of other offering costs. Of the transaction costs, $658,002 is included in transaction costs on the statement of operations and $12,425,941 is included in equity. Trust Account Following the closing of the IPO on January 8, 2021, $230,000,000 (approximately $10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units 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, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this IPO and the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation and (iii) the redemption of all of its public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of this IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. Initial Business Combination The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will have 24 months from the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination within 24 months from the closing of this IPO (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). 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 us, 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 (i) $10.00 per public share or (ii) 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 the 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 this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, The Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. We have not asked the Sponsor to reserve for such obligations. Liquidity and Capital Resources The Company’s liquidity needs up to January 8, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the founder shares, and the loan under an unsecured promissory note from the Sponsor of $204,123 (see Note 6). Proceeds from the IPO were used to repay the outstanding balance as of January 8, 2021, the date of the IPO. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of March 31, 2021, the Company had cash outside the Trust Account of $712,827 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination, pay tax obligations or to redeem ordinary shares. As of March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. The Company anticipates that the $712,827 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. |
Correction of Previously Issued
Correction of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Revision Of Financial Statements [Abstract] | |
Correction of Previously Issued Financial Statement | Note 2 — Correction of Previously Issued Financial Statement The Company corrected certain line items related to the previously audited balance sheet as of January 8, 2021 in the Form 8-K filed with the SEC on January 14, 2021 related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as components of equity instead of a derivative warrant liability under the guidance of Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts on an Entity’s Own Equity (“ASC 815-40”). The following balance sheet items as of January 8, 2021 were impacted: As Previously Adjustment As revised Balance Sheet at January 8, 2021 Warrant liability $ - $ 11,910,336 $ 11,910,336 Total Liabilities 8,052,997 11,910,336 19,963,333 Class A ordinary shares subject to possible redemption, 218,531,230 (11,910,330 ) 206,620,900 Class A ordinary shares 181 119 300 Additional paid-in capital 5,011,934 657,877 5,669,811 Accumulated deficit (12,680 ) (658,002 ) (670,682 ) Total Shareholders’ Equity $ 5,000,010 $ (6 ) $ 5,000,004 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 the year ended December 31, 2020 as filed with the SEC on January 7, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Net Income Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement Warrants since the exercise of the warrants 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 (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class A and Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class A and Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net income per ordinary share: For the quarter ended Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,410 Net Earnings 10,410 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ - Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 3,912,412 Less: Redeemable Net Income 10,410 Non-Redeemable Net Income $ 3,902,002 Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares Non-Redeemable Class A and Class B Ordinary Shares, Basic and Diluted 6,351,667 Earnings/Basic and Diluted Non-Redeemable Class A and Class B Ordinary Shares $ 0.61 As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Warrant Liability 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”. The Company’s derivative instruments are recorded at fair value as of the IPO (January 8, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on 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. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and the Private Placement, which were previously charged to shareholders’ equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 23,000,000 Units, including 3,000,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. (See Note 10) |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased Each Private Placement Unit was identical to the Units sold in the IPO, except for the private placement warrants (“Private Placement Warrants”) (see Note 10). If the Company does not complete its initial Business Combination within 24 months from the closing of this IPO, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of its public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares In October 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004 per share. Up to 750,000 shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. In connection with the underwriters’ full exercise of their over-allotment option on January 8, 2021, the 750,000 Founder Shares were no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of an initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Service Fee The Company has agreed, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), to pay the Sponsor or its affiliate a monthly fee of an aggregate of $10,000 for office space, administrative and shared personnel support services. This arrangement will terminate upon completion of a Business Combination or liquidation. During the three months ended March 31, 2021, the Company recognized $27,453 in administrative service fee expense in the condensed statement of operations, which was still due to related party as of March 31, 2021. Promissory Note — Related Party On October 5, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of this IPO. This loan is non-interest bearing, unsecured and due at the earlier of June 30, 2021 or the closing of this IPO. The promissory note of $204,123 was repaid upon closing of the IPO. Related Party Loans In order to finance transactions costs in connection with a Business Combination, post the Company’s IPO, 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. If the Company completes a Business Combination, the Company would repay the working capital loans. 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. Up to $1,500,000 of such loans may be convertible into Units at a price of $10.00 per Unit at the option of the lender at the time of the Business Combination. The Units would be identical to the Private Placement Units sold in the private placement. At March 31, 2021 and December 31, 2020, there were $27,453 and $0 working capital loans outstanding respectively. During the three months ended March 31, 2021 the Company had borrowed $28,387 and repaid $934. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements Investments Held in Trust Account As of March 31, 2021, the investments in the Company’s Trust Account consisted of $230,010,410 invested in U.S. Money Market funds. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. Fair values of the Company’s investments in the Trust Account are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At March 31, 2021, the Company’s warrant liability was valued at $7,178,058. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Recurring Fair Value Measurements Since all of the Company’s permitted investments consist of U.S. Money Market funds, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s Private Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 2 of the fair value hierarchy. For the period ending March 31, 2021 the Public Warrants were reclassified from a Level 3 to a Level 2 classification. The Company assumes the reclassified occurred on March 31, 2021. The following table presents fair value information as of March 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 230,010,410 $ — $ 230,010,410 Liabilities Public Warrants $ — $ 6,976,667 $ — Private Warrants $ — $ — $ 201,391 Measurement On March 31, 2021 the Company valued the Public Warrants using traded prices and used a Monte Carlo simulation model to value the Private Warrants. On January 8, 2021, the Company used a Monte Carlo simulation model to value both the Public and the Private Warrants. The key inputs into the Monte Carlo simulation model were as follows at January 8, 2021 and at March 31, 2021: Input January 8, March 31, Risk-free interest rate 0.67 % 1.18 % Expected term (years) 6.31 6.09 Expected volatility 24.2 % 18.6 % Exercise price $ 11.50 $ 11.50 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Warrants classified as Level 3: Fair value at December 31, 2020 $ - Initial value at January 8, 2021 11,910,336 Public Warrants reclassified to level 2 (1) (6,976,667 ) Change in fair value (4,732,278 ) Fair Value at March 31, 2021 $ 201,391 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. at $10.00 per Unit. Simultaneously with the closing of the IPO on January 8, 2021, the underwriters fully exercised the over-allotment option to purchase 3,000,000 Units, generating an aggregate of gross proceeds of $30,000,000. On January 8, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, $4,600,000 in the aggregate, in connection with the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5%, or $8,050,000, of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | Note 9 — Shareholders’ Equity Preference Share s — The Company is authorized to issue 5,000,000 preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no preferred shares issued or outstanding. Class A Ordinary Shares Class B Ordinary Shares— Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that holders of the Class B ordinary shares will have the right to appoint all of the Company’s directors prior to the initial Business Combination and holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 10 — Warrants At March 31, 2021 and December 31, 2020 there were 7,666,667 and 0 Public Warrants outstanding and 220,000 and 0 Private Warrants outstanding, respectively. Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 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 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. If the Company calls the warrants for redemption as described above, the Company will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the Company takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 the year ended December 31, 2020 as filed with the SEC on January 7, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
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. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. |
Income Taxes | Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement Warrants since the exercise of the warrants 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 (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class A and Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class A and Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net income per ordinary share: For the quarter ended Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,410 Net Earnings 10,410 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ - Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 3,912,412 Less: Redeemable Net Income 10,410 Non-Redeemable Net Income $ 3,902,002 Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares Non-Redeemable Class A and Class B Ordinary Shares, Basic and Diluted 6,351,667 Earnings/Basic and Diluted Non-Redeemable Class A and Class B Ordinary Shares $ 0.61 As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Warrant Liability | Warrant Liability 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”. The Company’s derivative instruments are recorded at fair value as of the IPO (January 8, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on 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. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and the Private Placement, which were previously charged to shareholders’ equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Correction of Previously Issu_2
Correction of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revision Of Financial Statements [Abstract] | |
Schedule of restated on balance sheet | As Previously Adjustment As revised Balance Sheet at January 8, 2021 Warrant liability $ - $ 11,910,336 $ 11,910,336 Total Liabilities 8,052,997 11,910,336 19,963,333 Class A ordinary shares subject to possible redemption, 218,531,230 (11,910,330 ) 206,620,900 Class A ordinary shares 181 119 300 Additional paid-in capital 5,011,934 657,877 5,669,811 Accumulated deficit (12,680 ) (658,002 ) (670,682 ) Total Shareholders’ Equity $ 5,000,010 $ (6 ) $ 5,000,004 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | For the quarter ended Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,410 Net Earnings 10,410 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ - Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 3,912,412 Less: Redeemable Net Income 10,410 Non-Redeemable Net Income $ 3,902,002 Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares Non-Redeemable Class A and Class B Ordinary Shares, Basic and Diluted 6,351,667 Earnings/Basic and Diluted Non-Redeemable Class A and Class B Ordinary Shares $ 0.61 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of recurring fair value measurements | (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 230,010,410 $ — $ 230,010,410 Liabilities Public Warrants $ — $ 6,976,667 $ — Private Warrants $ — $ — $ 201,391 |
Schedule of fair value measurements | Input January 8, March 31, Risk-free interest rate 0.67 % 1.18 % Expected term (years) 6.31 6.09 Expected volatility 24.2 % 18.6 % Exercise price $ 11.50 $ 11.50 |
Schedule of changes in the fair value of the warrant liability | Fair value at December 31, 2020 $ - Initial value at January 8, 2021 11,910,336 Public Warrants reclassified to level 2 (1) (6,976,667 ) Change in fair value (4,732,278 ) Fair Value at March 31, 2021 $ 201,391 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Jan. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization and Business Operations (Details) [Line Items] | |||
Ordinary share per share (in Dollars per share) | $ 11.50 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 230,000,000 | ||
Transaction costs | 658,002 | ||
Underwriting fee | 4,600,000 | ||
Deferred underwriting fee | 8,050,000 | ||
Other offering costs | 431,080 | ||
Statement of operations cost | $ 12,425,941 | ||
Maturity term | 185 days | ||
Dissolution expenses | $ 100,000 | ||
Trust account per share (in Dollars per share) | $ 10 | ||
Percentage of assets held in trust account | 80.00% | ||
Business combination of voting interest, percentage | 50.00% | ||
Redemption Of Public Shares Percentage | 100.00% | ||
Public per share (in Dollars per share) | $ 10 | ||
Capital contribution from sponsor | 25,000 | ||
Unsecured promissory note | $ 204,123 | ||
Repay outstanding balance | $ 712,827 | ||
IPO [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Proposed public offering shares (in Shares) | 23,000,000 | ||
Transaction costs | $ 13,083,943 | ||
Net offering proceeds | $ 230,000,000 | ||
Trust account per public share (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Proposed public offering shares (in Shares) | 3,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Private Placement Units [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Proposed public offering shares (in Shares) | 660,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 6,600,000 | ||
Public per share (in Dollars per share) | $ 10 | ||
Class A Ordinary Share [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Ordinary shares, par value (in Dollars per share) | 0.0001 | $ 0.0001 | |
Ordinary share per share (in Dollars per share) | 11.50 | ||
Public per share (in Dollars per share) | $ 11.50 | ||
Class A Ordinary Share [Member] | Private Placement Units [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Common stock, description | Each Unit consists of one share of Class A ordinary shares, and one-third redeemable warrant to purchase one share of Class A ordinary shares at a price of $11.50 per whole share, generating gross proceeds of $6,600,000, which is described in Note 4. |
Correction of Previously Issu_3
Correction of Previously Issued Financial Statement (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Revision Of Financial Statements [Abstract] | |
Revaluated accounting treatment, description | The Company corrected certain line items related to the previously audited balance sheet as of January 8, 2021 in the Form 8-K filed with the SEC on January 14, 2021 related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as components of equity instead of a derivative warrant liability under the guidance of Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts on an Entity’s Own Equity (“ASC 815-40”). |
Correction of Previously Issu_4
Correction of Previously Issued Financial Statement (Details) - Schedule of restated on balance sheet | Jan. 08, 2021USD ($) |
As Previously Reported [Member] | |
Correction of Previously Issued Financial Statement (Details) - Schedule of restated on balance sheet [Line Items] | |
Warrant liability | |
Total Liabilities | 8,052,997 |
Class A ordinary shares subject to possible redemption, | 218,531,230 |
Class A ordinary shares | 181 |
Additional paid-in capital | 5,011,934 |
Accumulated deficit | (12,680) |
Total Shareholders’ Equity | 5,000,010 |
Adjustment [Member] | |
Correction of Previously Issued Financial Statement (Details) - Schedule of restated on balance sheet [Line Items] | |
Warrant liability | 11,910,336 |
Total Liabilities | 11,910,336 |
Class A ordinary shares subject to possible redemption, | (11,910,330) |
Class A ordinary shares | 119 |
Additional paid-in capital | 657,877 |
Accumulated deficit | (658,002) |
Total Shareholders’ Equity | (6) |
As restated [Member] | |
Correction of Previously Issued Financial Statement (Details) - Schedule of restated on balance sheet [Line Items] | |
Warrant liability | 11,910,336 |
Total Liabilities | 19,963,333 |
Class A ordinary shares subject to possible redemption, | 206,620,900 |
Class A ordinary shares | 300 |
Additional paid-in capital | 5,669,811 |
Accumulated deficit | (670,682) |
Total Shareholders’ Equity | $ 5,000,004 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | $ 10,410 |
Net Earnings | $ 10,410 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted (in Shares) | shares | 23,000,000 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (in Dollars per share) | $ / shares | |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income | $ 3,912,412 |
Less: Redeemable Net Income | 10,410 |
Non-Redeemable Net Income | $ 3,902,002 |
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares | |
Non-Redeemable Class A and Class B Ordinary Shares, Basic and Diluted (in Shares) | shares | 6,351,667 |
Earnings/Basic and Diluted Non-Redeemable Class A and Class B Ordinary Shares (in Dollars per share) | $ / shares | $ 0.61 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Common stock price per share (in Dollars per share) | $ / shares | $ 10 |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | 23,000,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Underwriters option to purchase | 3,000,000 |
Price per share | 10 |
Class A Ordinary share [Member] | |
Initial Public Offering (Details) [Line Items] | |
Common stock price per share (in Dollars per share) | $ / shares | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Purchased aggregate shares | shares | 660,000 |
Stock price per share | $ / shares | $ 10 |
Aggregate amount of purchased value | $ | $ 6,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 08, 2021 | Oct. 05, 2020 | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | ||||
Administrative fees expense | $ 10,000 | ||||
Principal amount | $ 300,000 | ||||
Promissory note amount | $ 204,123 | ||||
Loan amount | $ 1,500,000 | ||||
Business combination entity at price per unit (in Dollars per share) | $ 10 | ||||
Working capital loans | $ 27,453 | $ 0 | |||
Borrowing amount | 28,387 | ||||
Repaid amount | 934 | ||||
Due to related party [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Administrative fees expense | $ 27,453 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | ||||
Subject to forfeited shares (in Shares) | 750,000 | 750,000 | |||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Business combination, description | The Sponsor has agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of an initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | ||||
Class A Ordinary Share [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Ordinary shares issued for services (in Shares) | 5,750,000 | ||||
Aggregate purchase price | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.004 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | Mar. 31, 2021USD ($) |
Recurring Fair Value Measurements (Details) [Line Items] | |
Warrant liability value | $ 7,178,058 |
U.S. Treasury Securities [Member] | |
Recurring Fair Value Measurements (Details) [Line Items] | |
Assets held in the trust account | $ 230,010,410 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of recurring fair value measurements | Mar. 31, 2021USD ($) |
Level 1 [Member] | |
Assets | |
Investments held in Trust Account—U.S. Money Market | $ 230,010,410 |
Liabilities | |
Public Warrants | |
Private Warrants | |
Level 2 [Member] | |
Assets | |
Investments held in Trust Account—U.S. Money Market | |
Liabilities | |
Public Warrants | 6,976,667 |
Private Warrants | |
Level 3 [Member] | |
Assets | |
Investments held in Trust Account—U.S. Money Market | 230,010,410 |
Liabilities | |
Public Warrants | |
Private Warrants | $ 201,391 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares | Jan. 08, 2021 | Mar. 31, 2021 |
Schedule of fair value measurements [Abstract] | ||
Risk-free interest rate | 0.67% | 1.18% |
Expected term (years) | 6 years 113 days | 6 years 32 days |
Expected volatility | 24.20% | 18.60% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Schedule of changes in the fair value of the warrant liability [Abstract] | ||
Fair value at December 31, 2020 | ||
Fair Value at March 31, 2021 | 201,391 | |
Initial value at January 8, 2021 | 11,910,336 | |
Public Warrants reclassified to level 2 | (6,976,667) | [1] |
Change in fair value | $ (4,732,278) | |
[1] | Assumes the Public Warrants were reclassified on March 31, 2021. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 08, 2021 | Mar. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Per share unit (in Dollars per share) | $ 10 | |
Underwriting discount per unit (in Dollars per share) | $ 0.20 | |
Underwriting discount amount | $ 4,600,000 | |
Deferred underwriting discount percentage | 3.50% | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Number of additional units (in Shares) | 3,000,000 | |
Per share unit (in Dollars per share) | $ 10 | |
Purchase units (in Shares) | 3,000,000 | |
Gross proceeds | $ 30,000,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Gross proceeds | $ 8,050,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shareholders’ Equity (Details) [Line Items] | ||
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Class A common stock subject to possible redemption | 21,119,387 | 0 |
Class A Ordinary Share [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, per value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,540,613 | 0 |
Common stock, shares outstanding | 2,540,613 | 0 |
Class B Ordinary Share [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, per value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Public Warrants outstanding | 7,666,667 | 0 |
Private Warrants outstanding | 220,000 | 0 |
Warrant exercise price | $ 11.50 | |
Business combination issue price | $ 9.20 | |
Total equity proceeds, percentage | 60.00% | |
Business combination market price per share | $ 9.20 | |
Market value, percentage | 115.00% | |
Warrant expiry term | 5 years | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Market value, percentage | 180.00% | |
Redemption trigger price per share | $ 18 | |
Class A Ordinary Share [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant exercise price | $ 11.50 | |
Redemption of warrant description | Once the warrants become exercisable, the Company may call the warrants for redemption: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. |