Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 04, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | ARCTOS NORTHSTAR ACQUISITION CORP. | |
Entity Central Index Key | 0001829558 | |
Entity File Number | 001-40092 | |
Entity Tax Identification Number | 98-1563556 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 2021 McKinney Avenue, #200 | |
Entity Address, City or Town | Dallas | |
Entity Address, Country | TZ | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 972 | |
Local Phone Number | 918-3800 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | ANAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 31,625,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,906,250 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Trading Symbol | ANAC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | ANAC WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,189,071 | |
Prepaid expenses | 615,642 | $ 9,298 |
Total current assets | 1,804,713 | 9,298 |
Investments held in Trust Account | 316,251,796 | |
Deferred offering costs associated with the initial public offering | 120,000 | |
Total Assets | 318,056,509 | 129,298 |
Current liabilities: | ||
Accounts payable | 388,616 | |
Accounts payable - related party | 1,775 | |
Accrued expenses | 446,252 | 120,000 |
Accrued expenses - related party | 20,000 | |
Total current liabilities | 856,643 | 120,000 |
Deferred underwriting commissions | 11,068,750 | |
Derivative warrant liabilities | 25,822,380 | |
Total liabilities | 37,747,773 | 120,000 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 27,530,873 and 0 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 275,308,730 | |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020 | ||
Additional paid-in capital | 8,789,223 | 24,209 |
Accumulated deficit | (3,790,417) | (15,702) |
Total shareholders' equity | 5,000,006 | 9,298 |
Total Liabilities and Shareholders' Equity | 318,056,509 | 129,298 |
Class A ordinary shares [Member] | ||
Shareholders' Equity: | ||
Common Stock | 409 | |
Total shareholders' equity | 409 | 0 |
Class B ordinary shares [Member] | ||
Shareholders' Equity: | ||
Common Stock | 791 | 791 |
Total shareholders' equity | $ 791 | $ 791 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Feb. 25, 2021 | Dec. 31, 2020 |
Common stock redemption per shares | $ 0.0001 | ||
Preferred stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 |
Preferred stock authorized | 5,000,000 | 5,000,000 | |
Preferred stock issued | 0 | 0 | |
Preferred stock outstanding | 0 | 0 | |
Class A ordinary shares [Member] | |||
Common stock redemption per shares | $ 0.0001 | $ 0.0001 | |
Shares subject to possible redemption | 27,530,873 | 0 | |
Shares subject to possible redemption per shares | $ 10 | $ 10 | |
Common stock par or stated value per share | $ 0.0001 | 0.0001 | $ 0.0001 |
Common stock authorized | 500,000,000 | 500,000,000 | |
Common stock issued | 4,094,127 | 0 | |
Common stock outstanding | 4,094,127 | 0 | |
Class B ordinary shares [Member] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized | 50,000,000 | 50,000,000 | |
Common stock issued | 7,906,250 | 7,906,250 | |
Common stock outstanding | 7,906,250 | 7,906,250 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 432,571 |
General and administrative expenses - related party | 20,000 |
Loss from operations | (452,571) |
Other income (expense) | |
Transaction costs associated with derivative warrant liabilities | (848,440) |
Loss upon issuance of private placement warrants | (3,496,500) |
Change in fair value of derivative warrant liabilities | 1,021,000 |
Income from investments held in Trust Account | 1,796 |
Net loss | $ (3,774,715) |
Class A ordinary shares [Member] | |
Other income (expense) | |
Basic and diluted weighted average shares outstanding, Ordinary share | shares | 31,625,000 |
Basic and diluted net income per ordinary share | $ / shares | |
Class B ordinary shares [Member] | |
Other income (expense) | |
Net loss | $ 3,800,000 |
Basic and diluted weighted average shares outstanding, Ordinary share | shares | 7,276,042 |
Basic and diluted net income per ordinary share | $ / shares | $ (0.52) |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Class A ordinary shares [Member] | Class B ordinary shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ 9,298 | $ 0 | $ 791 | $ 24,209 | $ (15,702) |
Beginning balance, shares at Dec. 31, 2020 | 0 | 7,906,250 | |||
Sale of units in initial public offering, less allocation to fair value of public warrants | 301,228,120 | $ 3,162 | 301,224,958 | ||
Sale of units in initial public offering, less allocation to fair value of public warrants, shares | 31,625,000 | ||||
Offering costs | (17,153,967) | (17,153,967) | |||
Class A ordinary shares subject to possible redemption | (275,308,730) | $ (2,753) | (275,305,977) | ||
Class A ordinary shares subject to possible redemption, shares | (27,530,873) | ||||
Net loss | (3,774,715) | $ 3,800,000 | (3,774,715) | ||
Ending balance at Mar. 31, 2021 | $ 5,000,006 | $ 409 | $ 791 | $ 8,789,223 | $ (3,790,417) |
Ending balance, shares at Mar. 31, 2021 | 4,094,127 | 7,906,250 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (3,774,715) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by related party under promissory note | 37,965 |
Loss upon issuance of private placement warrants | 3,496,500 |
Transaction costs associated with derivative warrant liabilities | 848,440 |
Change in fair value of derivative warrant liabilities | (1,021,000) |
Income from investments held in Trust Account | (1,796) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (606,344) |
Accounts payable | 35,616 |
Accounts payable - related party | 1,775 |
Accrued expenses | 304,420 |
Accrued expenses - related party | 20,000 |
Net cash used in operating activities | (659,139) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (316,250,000) |
Net cash used in investing activities | (316,250,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (151,790) |
Proceeds received from initial public offering, gross | 316,250,000 |
Proceeds received from private placement | 8,325,000 |
Offering costs paid | (6,325,000) |
Net cash provided by financing activities | 318,098,210 |
Net increase in cash | 1,189,071 |
Cash - beginning of the period | 0 |
Cash - end of the period | 1,189,071 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable | 353,000 |
Offering costs included in accrued expenses | 141,832 |
Offering costs paid by related party under promissory note | 113,825 |
Deferred underwriting commissions | 11,068,750 |
Initial value of Class A ordinary shares subject to possible redemption | 274,654,340 |
Change in value of Class A ordinary shares subject to possible redemption | $ 654,390 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Arctos NorthStar Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of March 31, 2021, the Company had not yet commenced operations. All activity for the period from October 7, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering”), which is described below. 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 The Company’s sponsor is NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 22, 2021. On February 25, 2021, the Company consummated its Initial Public Offering of 31,625,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 4,125,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $18.0 million, of which approximately $11.1 million was for deferred underwriting commissions (Notes 2 and 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,550,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $8.3 million (Notes 4 and 6). Upon the closing of the Initial Public Offering and the Private Placement, approximately $316.3 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commission held in the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business 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. The Company will provide its holders (the “Public Shareholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per 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 per-share amount Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 25, 2023 (the “Combination Period”), or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) 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 Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Liquidity and C R As of March 31, 2021, the Company had $1.2 million in its operating bank account and working capital of approximately $948,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), a loan of approximately $152,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 3, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021 and December 31, 2020 no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and the final prospectus filed by the Company with the SEC on March 3, 2021 (see Note 9) and February 24, 2021, respectively. 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside of the trust account as of March 31, 2021 and December 31, 2020. Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet 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 W L The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company issued 7,906,250 warrants in connection with its Initial Public Offering (the “Public Warrants”) and 5,550,000 Private Placement Warrants, which are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Private Placement has been estimated using the Black-Scholes Option Pricing model (“BSM”) each measurement date and the fair value of the Public Warrants has been measured using an option pricing method incorporating a barrier option simulation through a modified Black Scholes framework (the “OPM”) and subsequently will be measured at each measurement date based on the market price of such warrants, once they are separated from the Units. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating is included in transaction costs associated with derivative warrant liabilities in the unaudited condensed statement of operations and approximately $ Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 27,530,873 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes,” which 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 . There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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 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 (Loss) 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 during the period. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 13,456,250 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class Net loss per share, basic and diluted for Class B ordinary shares for the three months ended March 31, 2021 is calculated by dividing the net loss of approximately $3.8 million, less net income attributable to Class A ordinary shares of approximately $2,000, resulting in a net loss of approximately $3.8 million, by the weighted average number of Class B ordinary shares outstanding for the periods. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options ( 470-20 ) and Derivatives and Hedging—Contracts in Entity ’ s Own Equity 815-40) : Accounting for Convertible Instruments and Contracts in an Entity ’ s Own Equity 2020-06”), 2020-06 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 unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On February 25, 2021, the Company consummated its Initial Public Offering of 31,625,000 Units, including 4,125,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $18.0 million, of which approximately $11.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fourth of |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On December 16, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,906,250 Class B ordinary shares (the “Founder Shares”). The Sponsor agreed to surrender for no consideration up to an aggregate of 1,031,250 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters or is reduced, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Forward Purchase Shares as defined in Note 6). On February 25, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,031,250 Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) subsequent to the initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,550,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $8.3 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 Related Party Loans On December 16, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on NYSE through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. During the three months ended March 31, 2021, the Company incurred $20,000 included in general and administrative expenses to a related party in the accompanying unaudited condensed statement of operations. As of March 31, 2021, the full amount has been included in accrued expenses to related party on the unaudited condensed balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses has been included in accounts payable to related party on the unaudited condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, forward purchase securities underlying the Forward Purchase Units, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were 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 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 The underwriters were entitled to an underwriting discount of $ 0.20 Risks and Uncertainties The holders of the Founder Shares, Private Placement Warrants, forward purchase securities underlying the Forward Purchase Units, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were 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 completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of March 31, 2021, the Company had 7,906,250 Public Warrants and 5,550,000 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 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 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 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, the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day The Company will not redeem the warrants as described above 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 to those Class A ordinary shares is available throughout the 30-day redemption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and 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 the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 316,251,796 $ — $ — $ 316,251,796 Liabilities: Derivative warrant liabilities - public warrants $ — $ — $ 14,389,380 $ 14,389,380 Derivative warrant liabilities - private warrants $ — $ — $ 11,433,000 $ 11,433,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels as of March 31, 2021. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a BSM and the OPM. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a BSM and the OPM are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of February 25, 2021 As of March 31, 2021 Share price $ 9.85 $ 9.54 Exercise price $ 11.50 $ 11.50 Option term (in y e 5 5 Volatility 29.0 % 30.00 % Risk-free interest rate 0.81% -1.01 % 0.92% -1.10 % Expected dividends 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ — Issuance of derivative warrant liabilities 26,843,380 Change in fair value of derivative warrant liabilities (1,021,000 ) Derivative warrant liabilities at March 31, 2021 $ 25,822,380 |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision to Prior Period Financial Statements | Note 9 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q Form 8-K “Post-IPO On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on February 25, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO The Company concluded that the misstatement was not material to the Post-IPO Post-IPO As of February 25, 2021 As Previously Adjustments Revised Balance Sheet Total assets $ 318,905,000 $ — $ 318,905,000 Liabilities, redeemable non-controlling Total current liabilities $ 1,338,520 $ — $ 1,338,520 Deferred underwriting commissions 11,068,750 — 11,068,750 Derivative liabilities — 26,843,380 26,843,380 Total liabilities 12,407,270 26,843,380 39,250,650 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 301,497,720 (26,843,380 ) 274,654,340 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 148 268 416 Class B ordinary shares - $0.0001 par value 791 — 791 Additional paid-in-capital 5,086,916 4,344,672 9,431,588 Accumulated deficit (87,845 ) (4,344,940 ) (4,432,785 ) Total shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders’ equity $ 318,905,000 $ — $ 318,905,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and the final prospectus filed by the Company with the SEC on March 3, 2021 (see Note 9) and February 24, 2021, respectively. |
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside of the trust account as of March 31, 2021 and December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet 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. |
Derivative Warrant Liabilities | Derivative W L The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company issued 7,906,250 warrants in connection with its Initial Public Offering (the “Public Warrants”) and 5,550,000 Private Placement Warrants, which are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Private Placement has been estimated using the Black-Scholes Option Pricing model (“BSM”) each measurement date and the fair value of the Public Warrants has been measured using an option pricing method incorporating a barrier option simulation through a modified Black Scholes framework (the “OPM”) and subsequently will be measured at each measurement date based on the market price of such warrants, once they are separated from the Units. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating is included in transaction costs associated with derivative warrant liabilities in the unaudited condensed statement of operations and approximately $ |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 27,530,873 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes,” which 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 . There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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 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 (Loss) Per Ordinary Share | Net Income (Loss) 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 during the period. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 13,456,250 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class Net loss per share, basic and diluted for Class B ordinary shares for the three months ended March 31, 2021 is calculated by dividing the net loss of approximately $3.8 million, less net income attributable to Class A ordinary shares of approximately $2,000, resulting in a net loss of approximately $3.8 million, by the weighted average number of Class B ordinary shares outstanding for the periods. |
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 ( 470-20 ) and Derivatives and Hedging—Contracts in Entity ’ s Own Equity 815-40) : Accounting for Convertible Instruments and Contracts in an Entity ’ s Own Equity 2020-06”), 2020-06 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 unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets that are Measured at Fair Value | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 316,251,796 $ — $ — $ 316,251,796 Liabilities: Derivative warrant liabilities - public warrants $ — $ — $ 14,389,380 $ 14,389,380 Derivative warrant liabilities - private warrants $ — $ — $ 11,433,000 $ 11,433,000 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of February 25, 2021 As of March 31, 2021 Share price $ 9.85 $ 9.54 Exercise price $ 11.50 $ 11.50 Option term (in y e 5 5 Volatility 29.0 % 30.00 % Risk-free interest rate 0.81% -1.01 % 0.92% -1.10 % Expected dividends 0.00 % 0.00 % |
Summary of Change in the Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ — Issuance of derivative warrant liabilities 26,843,380 Change in fair value of derivative warrant liabilities (1,021,000 ) Derivative warrant liabilities at March 31, 2021 $ 25,822,380 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Effect of the Revision to the Post-IPO Balance Sheet | The effect of the revisions to the Post-IPO As of February 25, 2021 As Previously Adjustments Revised Balance Sheet Total assets $ 318,905,000 $ — $ 318,905,000 Liabilities, redeemable non-controlling Total current liabilities $ 1,338,520 $ — $ 1,338,520 Deferred underwriting commissions 11,068,750 — 11,068,750 Derivative liabilities — 26,843,380 26,843,380 Total liabilities 12,407,270 26,843,380 39,250,650 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 301,497,720 (26,843,380 ) 274,654,340 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 148 268 416 Class B ordinary shares - $0.0001 par value 791 — 791 Additional paid-in-capital 5,086,916 4,344,672 9,431,588 Accumulated deficit (87,845 ) (4,344,940 ) (4,432,785 ) Total shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders’ equity $ 318,905,000 $ — $ 318,905,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) | Feb. 25, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of IPO | $ 316,250,000 | ||
Deferred offering costs non current | $ 120,000 | ||
Deferred underwriting commissions | $ 11,100,000 | $ 11,068,750 | |
Restricted investments term | 185 days | ||
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes | 8,000 | ||
Minimum networth to effect business combination | $ 5,000,001 | ||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||
Dissolution expense | $ 100,000 | ||
Cash in operating bank account | 1,189,071 | ||
Working capital | 948,000 | ||
Repayment of note payable to related party | $ 151,790 | ||
Business combination, description | ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest | ||
Trust account description | Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act having a maturity of 185 days or less or in money market funds | ||
Redeeming share percent | 15.00% | ||
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Equity metohd investment ownership percentage | 50.00% | ||
Shares subject to possible redemption per shares | $ / shares | $ 10 | ||
Per share amunt in the trust account for distribution to the public shareholders | $ / shares | $ 10 | ||
Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during the period value for services rendered | $ 25,000 | ||
Proceeds from related party debt | 152,000 | ||
Repayment of note payable to related party | 152,000 | ||
Due to related parties | $ 0 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of warrants and rights issued during the period | shares | 5,550,000 | ||
Class of warrants and rights issued, price per warrant | $ / shares | $ 1.50 | ||
Proceeds from issuance of warrants | $ 8,300,000 | ||
Class A ordinary shares [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | shares | 31,625,000 | ||
Shares subject to possible redemption per shares | $ / shares | $ 10 | $ 10 | |
Class A ordinary shares [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | shares | 31,625,000 | ||
Shares issued price per share | $ / shares | $ 10 | $ 10 | |
Proceeds from issuance of IPO | $ 316,300,000 | $ 316,300,000 | |
Deferred offering costs non current | $ 18,000,000 | ||
Class A ordinary shares [Member] | Over-Allotment Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | shares | 4,125,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
FDIC Insured Amount | $ 250,000 | |
Cash equivalents | $ 0 | |
Restricted investments term | 185 days | |
Transaction costs associated with derivative warrant liabilities | $ 848,000 | |
Offering costs | 17,153,967 | |
Unrecognized Tax Benefits | 0 | |
Accrued for interest and penalties | 0 | |
Tax provision | 0 | |
Net loss | $ (3,774,715) | |
Class A ordinary shares [Member] | ||
Accounting Policies [Line Items] | ||
Stock issued during period shares new shares | 31,625,000 | |
Temporary equity shares outstanding | 27,530,873 | 0 |
Gain (Loss) on Investments | $ 2,000 | |
Class A ordinary shares [Member] | Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | shares | 13,456,250 | |
Class B ordinary shares [Member] | ||
Accounting Policies [Line Items] | ||
Net loss | $ 3,800,000 | |
Private Placement [Member] | ||
Accounting Policies [Line Items] | ||
Stock issued during period shares new shares | 5,550,000 | |
Public Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Stock issued during period shares new shares | 7,906,250 |
Initial Public Offering - Addit
Initial Public Offering - Additional information (Detail) - USD ($) | Feb. 25, 2021 | Mar. 31, 2021 |
Initial Public Offering [Line Items] | ||
Proceeds from issuance of IPO | $ 316,250,000 | |
Deferred underwriting commissions | $ 11,100,000 | $ 11,068,750 |
Class A ordinary shares [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period shares new shares | 31,625,000 | |
Class A ordinary shares [Member] | Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Stock conversion basis | Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). | |
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
IPO [Member] | Class A ordinary shares [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period shares new shares | 31,625,000 | |
Shares issued price per share | $ 10 | $ 10 |
Proceeds from issuance of IPO | $ 316,300,000 | $ 316,300,000 |
Offering costs | $ 18,000,000 | |
Over-Allotment Option [Member] | Class A ordinary shares [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period shares new shares | 4,125,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Detail) - USD ($) | Feb. 25, 2021 | Dec. 31, 2020 | Dec. 16, 2020 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Number of sponser shares subject to forfeiture | 1,031,250 | |||
Proceeds from sales of Private Placement warrants | $ 5,550,000 | |||
Sale of stock, price per share | $ 1.50 | |||
Proceeds from Issuance of private placement | $ 8,325,000 | |||
General and administrative expenses - related party | 20,000 | |||
Accounts payable - related party | 1,775 | |||
Administrative services agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 2,000 | |||
Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Value of stock issued to sponsor | 25,000 | |||
Percentage of shareholding by intial shareholders after the IPO | 20.00% | |||
Stock issued during period not subject to forfeiture | 1,031,250 | |||
Lock in period of shares | 1 year | |||
Share price | $ 12 | |||
Number of specific trading days for determining share price | 20 days | |||
Total number of trading days for determining the share price | 30 days | |||
Period from business combination for which closing price of share is considered | 150 days | |||
Sponsor [Member] | Issue Of Promissory Note To The Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face value | $ 300,000 | |||
Proceeds from issuance of promissory Note | $ 152,000 | |||
Repayment of promissory note | 152,000 | |||
Sponsor [Member] | Administrative services agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses - related party | 20,000 | |||
Administrative services agreement amount | 10,000 | |||
Sponsor [Member] | Subject to Underwriters Exercising of Over Allotment Option [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of sponser shares subject to forfeiture | 1,031,250 | |||
Sponsor [Member] | Business Combination [Member] | Financing Of Business Combination Transaction Costs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | |||
Debt instrument conversion price per share | $ 1.50 | |||
Working capital loans | $ 0 | $ 0 | ||
Sponsor [Member] | Private Warrants [Member] | ||||
Related Party Transaction [Line Items] | ||||
Class of warrants or rights exercise price | $ 11.50 | |||
Class B ordinary shares [Member] | Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Value of stock issued to sponsor | $ 25,000 | |||
Number of stock issued to sponsor | 7,906,250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 25, 2021USD ($) | Jan. 21, 2021shares | Mar. 31, 2021USD ($) | Jan. 25, 2021USD ($) |
Other Commitments [Line Items] | ||||
Deferred underwriting commissions | $ 11,100,000 | $ 11,068,750 | ||
Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Underwriting Discount Per Unit | 0.20 | |||
Underwriting discount | $ 6,300,000 | |||
Deferred underwriting commissions payable per unit | 0.35 | |||
Underwriter Commitment To Exercise Over Allotment Option [Member] | Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Sale of units, Number of units Issued in Transaction | shares | 4,125,000 | |||
Underwriter Option Days | 45 days |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Derivative Warrant Liabilities [Line Items] | |
Sale of stock issue price per share | $ 1.50 |
Public Warrants [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Number of warrants outstanding | shares | 7,906,250 |
Period after business combination within which securities must be registered | 20 days |
Period after business combination within which registration must be effective | 60 days |
Public Warrants [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrants or rights exercise price | $ 11.50 |
Class of warrants or rights term | 5 years |
Sale of stock issue price per share | $ 9.20 |
Proceeds from capital raising from business combination as a percentage of total proceeds | 60.00% |
Class of warrant or right redemption threshold trading days | 20 days |
Volume weighted average trading price of shares | $ 9.20 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or rights number of shares covered by each warrant or right | shares | 1 |
Public Warrants [Member] | Share price per Class A ordinary share equals or exceeds $18.00 [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Percentage of redeemption trigger price over effective issue price | 115.00% |
Class of warrants or rights redemption price per unit of warrant | $ 0.10 |
Class of Warrants Redemption Notice Period | 30 days |
Public Warrants [Member] | Share price per Class A ordinary share equals or exceeds $10.00 [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right redemption threshold trading days | 20 days |
Percentage of redeemption trigger price over effective issue price | 180.00% |
share redeemption trigger price | $ 18 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Public Warrants [Member] | After Completion Of Initial Public Offering [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Minimum threshold period from which warrants are excercisable | 12 months |
Public Warrants [Member] | After Completion Of Business Combination [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Minimum threshold period from which warrants are excercisable | 30 days |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Number of trading days after the date of notice for determining the fair market value of shares | 10 days |
Class of warrant or rights number of shares covered by each warrant or right | shares | 0.361 |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Share price per Class A ordinary share equals or exceeds $18.00 [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right redemption threshold trading days | 20 days |
share redeemption trigger price | $ 10 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Share price per Class A ordinary share equals or exceeds $10.00 [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrants or rights redemption price per unit of warrant | $ 0.01 |
Class of Warrants Redemption Notice Period | 30 days |
Private Warrants [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Number of warrants outstanding | shares | 5,550,000 |
Private Warrants [Member] | After Completion Of Business Combination [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Minimum threshold period from which warrants are excercisable | 30 days |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Feb. 25, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 5,000,000 | 5,000,000 | |
Preferred stock outstanding | 0 | 0 | |
Preferred stock issued | 0 | 0 | |
Number of shares forfeited during the period. | 1,031,250 | ||
Percentage of the shares issuable on the percentage of the total paid up share capital | 20.00% | ||
Conversion Of Class B Common Stock Into Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Conversion basis | one-to-one. | ||
Class A ordinary shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | 0.0001 | $ 0.0001 |
Common stock authorized | 500,000,000 | 500,000,000 | |
Common stock issued | 4,094,127 | 0 | |
Common stock outstanding | 4,094,127 | 0 | |
Shares subject to possible redemption | 27,530,873 | 0 | |
Common stock shares voting rights | one vote for each share | ||
Class B ordinary shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized | 50,000,000 | 50,000,000 | |
Common stock issued | 7,906,250 | 7,906,250 | |
Common stock outstanding | 7,906,250 | 7,906,250 | |
Common stock shares voting rights | one vote for each share | ||
Class B ordinary shares [Member] | Subject to Underwriters Exercising Over Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Percentage of Ownership after Transaction | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets that are Measured at Fair Value (Detail) - USD ($) | Mar. 31, 2021 | Feb. 25, 2021 |
Assets: | ||
Investments held in Trust Account | $ 316,251,796 | |
Liabilities: | ||
Derivative liabilities | $ 26,843,380 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | 316,251,796 | |
Public Warrants [Member] | Warrants [Member] | ||
Liabilities: | ||
Derivative liabilities | 14,389,380 | |
Public Warrants [Member] | Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative liabilities | 14,389,380 | |
Private Warrants [Member] | Warrants [Member] | ||
Liabilities: | ||
Derivative liabilities | 11,433,000 | |
Private Warrants [Member] | Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative liabilities | $ 11,433,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Mar. 31, 2021yr | Feb. 25, 2021yr |
Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.54 | 9.85 |
Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Option term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 30 | 29 |
Risk-free interest rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.92 | 0.81 |
Risk-free interest rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.10 | 1.01 |
Expected dividends [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning of the period | $ 0 |
Issuance of derivative warrant liabilities | 26,843,380 |
Change in fair value of derivative warrant liabilities | (1,021,000) |
Ending of the period | $ 25,822,380 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value transfer between levels | $ 0 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements - Summary of Effect of the Revision to the Post-IPO Balance Sheet (Detail) - USD ($) | Mar. 31, 2021 | Feb. 25, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total Assets | $ 318,056,509 | $ 318,905,000 | $ 129,298 |
Liabilities, redeemable non-controlling interest and shareholders' equity | |||
Total current liabilities | 856,643 | 1,338,520 | 120,000 |
Deferred underwriting commissions | 11,068,750 | ||
Derivative liabilities | 26,843,380 | ||
Total liabilities | 37,747,773 | 39,250,650 | 120,000 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 274,654,340 | ||
Shareholders' equity | |||
Preference shares - $0.0001 par value | |||
Additional paid-in capital | 8,789,223 | 9,431,588 | 24,209 |
Accumulated deficit | (3,790,417) | (4,432,785) | (15,702) |
Total shareholders' equity | 5,000,006 | 5,000,010 | 9,298 |
Total Liabilities and Shareholders' Equity | 318,056,509 | 318,905,000 | 129,298 |
Class A ordinary shares [Member] | |||
Shareholders' equity | |||
Common Stock | 409 | 416 | |
Total shareholders' equity | 409 | 0 | |
Class B ordinary shares [Member] | |||
Shareholders' equity | |||
Common Stock | 791 | 791 | 791 |
Total shareholders' equity | $ 791 | $ 791 | |
As Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total Assets | 318,905,000 | ||
Liabilities, redeemable non-controlling interest and shareholders' equity | |||
Total current liabilities | 1,338,520 | ||
Deferred underwriting commissions | 11,068,750 | ||
Total liabilities | 12,407,270 | ||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 301,497,720 | ||
Shareholders' equity | |||
Preference shares - $0.0001 par value | |||
Additional paid-in capital | 5,086,916 | ||
Accumulated deficit | (87,845) | ||
Total shareholders' equity | 5,000,010 | ||
Total Liabilities and Shareholders' Equity | 318,905,000 | ||
As Previously Reported [Member] | Class A ordinary shares [Member] | |||
Shareholders' equity | |||
Common Stock | 148 | ||
As Previously Reported [Member] | Class B ordinary shares [Member] | |||
Shareholders' equity | |||
Common Stock | 791 | ||
Adjustments [Member] | |||
Liabilities, redeemable non-controlling interest and shareholders' equity | |||
Derivative liabilities | 26,843,380 | ||
Total liabilities | 26,843,380 | ||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (26,843,380) | ||
Shareholders' equity | |||
Preference shares - $0.0001 par value | |||
Additional paid-in capital | 4,344,672 | ||
Accumulated deficit | (4,344,940) | ||
Adjustments [Member] | Class A ordinary shares [Member] | |||
Shareholders' equity | |||
Common Stock | $ 268 |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements - Summary of Effect of the Revision to the Post-IPO Balance Sheet (Parenthetical) (Detail) - $ / shares | Mar. 31, 2021 | Feb. 25, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock redemption per shares | $ 0.0001 | ||
Preferred stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 |
Class A ordinary shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock redemption per shares | 0.0001 | 0.0001 | |
Common stock par or stated value per share | 0.0001 | 0.0001 | 0.0001 |
Class B ordinary shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |