Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39923 | |
Entity Registrant Name | NORTH ATLANTIC ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | c/o Ellenoff Grossman & Schole LLP | |
Entity Address, City or Town | 1345 Avenue of the Americas, | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | 353 | |
Local Phone Number | 1 567 6959 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001830063 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant | |
Trading Symbol | NAACU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | NAAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 37,950,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | |
Trading Symbol | NAACW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,487,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Prepaid expenses | $ 1,049,109 | |
Deferred offering costs | $ 375,453 | |
Total current assets | 2,437,568 | 375,453 |
Marketable securities held in Trust Account | 379,542,703 | |
Total Assets | 381,980,271 | 375,453 |
Current liabilities: | ||
Accrued offering costs and expenses | 60,632 | 180,384 |
Due to related party | 21,613 | |
Promissory note - related party | 175,069 | |
Total current liabilities | 82,245 | 355,453 |
Forward Purchase Agreement liability | 2,139,943 | |
Warranty liability | 12,165,199 | |
Deferred underwriting discount | 13,282,500 | |
Total liabilities | 27,669,887 | 355,453 |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 24,051 | |
Retained earnings ( accumulated deficit) | 4,998,753 | (5,000) |
Total shareholders' equity | 5,000,004 | 20,000 |
Total Liabilities and Shareholders' Equity | 381,980,271 | 375,453 |
Class A Ordinary Shares | ||
Shareholders' Equity: | ||
Common stock | 302 | |
Class A Common Stock Subject to Redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 34,931,038 shares and 0 shares at redemption value, respectively | 349,310,380 | |
Class A ordinary shares Not Subject to Redemption | ||
Shareholders' Equity: | ||
Total shareholders' equity | 302 | |
Class B Ordinary Shares | ||
Shareholders' Equity: | ||
Common stock | 949 | 949 |
Total shareholders' equity | $ 949 | $ 949 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, shares issued | 9,487,500 | 9,487,500 |
Class A Ordinary Shares | ||
Common shares, shares issued | 3,018,962 | 0 |
Common shares, shares outstanding | 3,018,962 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares issued | 34,931,038 | 0 |
Temporary equity, shares outstanding | 34,931,038 | 0 |
Class A ordinary shares Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 3,018,962 | 0 |
Common shares, shares outstanding | 2,804,968 | 0 |
Class B Ordinary Shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 9,487,500 | 9,487,500 |
Common shares, shares outstanding | 9,487,500 | 9,487,500 |
Temporary equity, shares outstanding | 9,487,500 | 9,487,500 |
Common stock subject to redemption | ||
Temporary equity, shares issued | 0 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 308,636 |
Loss from operations | (308,636) |
Other income (expense) | |
Warrant issuance costs | (858,197) |
Change in fair value of Forward Purchase Agreement | 1,991,274 |
Change in fair value of warrants | 11,937,300 |
Trust interest income | 42,703 |
Total other expense | 13,113,080 |
Net Income | $ 12,804,444 |
Basic and diluted weighted average shares outstanding | shares | 12,312,948 |
Basic and diluted net income per share | $ / shares | $ 1.04 |
Class A Ordinary Shares | |
Other income (expense) | |
Basic and diluted weighted average shares outstanding | shares | 24,161,219 |
Class A Common Stock Subject to Redemption | |
Other income (expense) | |
Basic and diluted weighted average shares outstanding | shares | 24,161,219 |
Class A ordinary shares Not Subject to Redemption | |
Other income (expense) | |
Basic and diluted weighted average shares outstanding | shares | 12,312,948 |
Basic and diluted net income per share | $ / shares | $ 1.04 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A ordinary shares Not Subject to Redemption | Class B Ordinary Shares | Additional Paid-in CapitalPrivate Placement Warrants | Additional Paid-in Capital | Accumulated DeficitPrivate Placement Warrants | Accumulated Deficit | Private Placement Warrants | Total |
Balance at the beginning at Dec. 31, 2020 | $ 949 | $ 24,051 | $ (5,000) | $ 20,000 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 9,487,500 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of 37,950,000 Units on January 26, 2021 through public offering | $ 3,795 | $ 10,690,000 | 379,496,205 | 0 | $ 10,690,000 | 379,500,000 | ||
Sale of units, through public offering (in shares) | 37,950,000 | |||||||
Sale of 7,126,667 Private Placement Warrants on January 26, 2021 | $ 0 | |||||||
Underwriting fee | 0 | (7,590,000) | (7,590,000) | |||||
Deferred underwriting fee | (13,282,500) | 0 | (13,282,500) | |||||
Offering costs charged to the shareholders' equity | (245,350) | (210,691) | (456,041) | |||||
Initial classification of warrant liability | (24,102,499) | 0 | (24,102,499) | |||||
Reclassification of offering costs related to warrants | 858,197 | 0 | 858,197 | |||||
Initial classification of Forward Purchase Agreement liability | (4,131,217) | 0 | (4,131,217) | |||||
Net income | 0 | 12,804,444 | 12,804,444 | |||||
Change in Class A ordinary shares subject to possible redemption | $ (3,493) | (349,306,887) | 0 | (349,310,380) | ||||
Change in Class A ordinary shares subject to possible redemption (in shares) | (34,931,038) | |||||||
Balance at the end at Mar. 31, 2021 | $ 302 | $ 949 | $ 0 | $ 4,998,753 | $ 5,000,004 | |||
Balance at the end (in shares) at Mar. 31, 2021 | 3,018,962 | 9,487,500 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | Jan. 26, 2021 | Mar. 31, 2021 |
Sale of units, through public offering (in shares) | 37,950,000 | |
Private Placement Warrants | ||
Sale of Private Placement Warrants (in shares) | 7,126,667 | |
Private Placement | Private Placement Warrants | ||
Sale of Private Placement Warrants (in shares) | 7,126,667 | 660,000 |
Class A ordinary shares Not Subject to Redemption | ||
Sale of units, through public offering (in shares) | 37,950,000 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | ||
Net income | $ 12,804,444 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Trust interest income | (42,703) | |
Unrealized gain on change in fair value of forward purchase agreement | (1,991,274) | |
Unrealized gain on change in fair value of warrants | (11,937,300) | |
Warrant issuance costs | 858,197 | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (1,049,109) | |
Accrued offering costs and expenses | 255,701 | |
Due to related party | 21,613 | |
Net cash used in operating activities | (1,080,431) | |
Cash Flows from Investing Activities: | ||
Investment held in Trust Account | (379,500,000) | |
Net cash used in investing activities | (379,500,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters' fees | 371,910,000 | |
Proceeds from private placement | 10,690,000 | |
Payment of promissory note to related party | (175,069) | |
Payments of offering costs | (456,041) | |
Net cash provided by financing activities | 381,968,890 | |
Net change in cash | 1,388,459 | |
Cash, end of the period | 1,388,459 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred underwriting commissions charged to additional paid in capital | $ 13,282,500 | |
Initial value of Class A ordinary shares subject to possible redemption | 339,767,140 | |
Change in value of Class A ordinary shares subject to possible redemption | 9,543,240 | |
Initial classification of forward purchase agreement liability | 4,131,217 | |
Initial classification of warrant liability | $ 24,102,499 |
Organization and Business Opera
Organization and Business Operation | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1 — Organization and Business Operation Organization and General North Atlantic Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on October 14, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. The Company’s sponsor is NAAC Sponsor LP, a Delaware LP (the “Sponsor”). The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from October 14, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash held in Trust Account from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective January 21, 2021 (the “Effective Date”). On January 26, 2021, the Company consummated the IPO of 33,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $330,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,466,667 warrants (the “Private Warrants”), at a price of $1.50 per Private Warrant which is discussed in Note 4. Simultaneously with the closing of the IPO, the underwriters elected to exercise its full 4,950,000 Public Units over-allotment option which, at $10.00 per Unit, generated gross proceeds of $49,500,000. The Company, in parallel, consummated the private placement of an additional 660,000 Private Warrants at a price of $1.50 per Private Warrant, which generated total additional gross proceeds of $990,000. Transaction costs of the IPO amounted to $21,328,541, consisting of $7,284,601 of underwriting discount, $12,748,052 of deferred underwriting discount, and $437,691 of other offering costs. Effective on the date of the IPO, $858,197 of offering costs associated with the issuance of the warrants and forward purchase units was expensed while the remaining $20,470,344 was classified as equity. Trust Account Following the closing of the IPO on January 26, 2021, $379,500,000 (approximately $10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares. If the Company does not complete an initial Business Combination within 24 months from the closing of the Proposed Public Offering, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Proposed Public Offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially 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 taxes). The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or 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 IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.4 million in its operating bank account, and working capital of approximately $2.4 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 5), the loan under an unsecured promissory note from the Sponsor of $175,069. The promissory note from the Sponsor was paid in full on March 3, 2021.Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2 —Restatement of Previously Issued Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in February, 2021, the Company’s previously issued balance sheet as of January 26, 2021 on Form 8-K should no longer be relied upon. As such, the Company is restating its balance sheet included in this Quarterly Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on February 1, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants and contingent Forward Purchase Agreement Units were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants and contingent Forward Purchase Agreement Units, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants and contingent Forward Purchase Agreement Units issued on February 1, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants and Forward Purchase Units should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. The Company’s accounting for the warrants and contingent Forward Purchase Agreement Units as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash. Impact of the Restatement The impact to the balance sheet dated January 26, 2021, filed on Form 8-K on February 1, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in an approximate amount of $28 Audited Balance sheet as of January 26, 2021 As Reported Adjustment As Adjusted Percent Forward Purchase Agreement Liabilities — 4,131,217 4,131,217 100.0 % Warrant Liabilities — 24,102,499 24,102,499 100.0 % Total Liabilities 13,503,864 28,233,717 41,737,581 67.7 % Shares Subject to Redemption 363,869,640 (28,233,717) 335,635,923 (8.4) % Class A Ordinary Shares 156 241 397 60.7 % Class B Ordinary Shares 949 — 949 0.00 % Additional Paid in Capital 5,015,714 (3,273,020) 1,742,454 187.8 % (Accumulated Deficit) (16,817) 16,817 — 100.0 % Retained Earnings — (858,197) (858,197) 100.0 % Total Shareholders' Equity 5,000,002 4 5,000,006 0.00 % Number of shares subject to redemption 36,386,964 (2,823,372) 33,563,592 (8.4) % |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 3 — 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 (“US 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 US 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 periods presented. Operating results for the period 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 Form 8-K and the final prospectus filed by the Company with the SEC on February 1, 2021 and January 25, 2021, respectively. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Investments Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned. 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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The Company’s warrant and contingent forward purchase unit liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and contingent forward purchase unit is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At March 31, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,776,667 shares of ordinary share in the aggregate. The Company’s condensed statement of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A ordinary share is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per ordinary share, basic and diluted, for non-redeemable Class B ordinary share is calculated by dividing the net income, adjusted for income attributable to redeemable Class B ordinary shares, by the weighted average number of non-redeemable Class B ordinary shares outstanding for the periods. Non-redeemable Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. For the Three Months Ended March 31, 2021 Class A Ordinary share subject to possible redemption Numerator: net income allocable to Class A ordinary share subject to possible redemption $ — Interest income on marketable securities held in trust 39,304 Less: interest available to be withdrawn for payment of taxes (39,304) Net income allocable to Class A ordinary share subject to possible redemption $ — Denominator: weighted average redeemable Class A ordinary share Redeemable Class A ordinary share, basic and diluted 24,161,219 Basic and diluted net income per share, redeemable ordinary share $ — Non-Redeemable Ordinary share Numerator: net income minus redeemable net earnings Net income $ 12,804,444 Redeemable net earnings — Non-redeemable net income $ 12,804,444 Denominator: weighted average non-redeemable ordinary share Basic and diluted weighted average shares outstanding, ordinary share 12,312,948 Basic and diluted net income per share, ordinary share $ 1.04 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary share are charged to the shareholders’ equity. Accordingly, as of March 31, 2021, offering costs in the aggregate of $20,470,344 have been charged to shareholders’ equity (consisting of $7,284,601 of underwriting discount, $12,748,052 of deferred underwriting discount, and $437,691 of other offering costs) and $858,197 of offering costs associated with warrant and forward purchase unit issuance cost has been expensed on the Company’s statement of operations. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined its public warrants, private warrants and contingent forward purchase warrants, are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and contingent forward purchase units and then the Class A ordinary shares. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants and contingent Forward Purchase Agreement Units was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 7). Forward Purchase Agreement Liabilities The contingent forward purchase units and their component securities would be identical to the units issued at the close of the IPO, except that the contingent forward purchase units and their component securities would be subject to transfer restrictions and certain registration rights, as described in the prospectus. The Company accounts for the forward purchase units and their component securities as either equity-classified or liability-classified instruments under the Company’s Derivative Financial Instrument policy. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, incomes taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 33,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third Simultaneously with the closing of the IPO, the underwriters elected to exercise their full over-allotment option of 4,950,000 Units at a purchase price of $10.00 per Unit. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s sponsors or their affiliate, without taking into account any founder shares held by the Company’s sponsors 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 the Company’s 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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (which the Company refers to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); ● if, and only if, the Reference Value (as defined above under “Redemptions for warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO and the closing of the exercise of the over-allotment option, the Sponsor purchased an aggregate of 7,126,667 warrants at a price of $1.50 per warrant, for an aggregate purchase price of $10,690,000 in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the Proposed Public Offering except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a shareholder vote to approve 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 redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by the sponsor and any public shares purchased during or after the Proposed Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On November 4, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 21, 2021, the Company effected a stock dividend of 0.1 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 9,487,500 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. Up to 1,237,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In connection with the underwriters’ full exercise of their over-allotment option on January 26, 2021, the 1,237,500 Founder Shares were no longer subject to forfeiture. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Forward Purchase Agreement The Company’s sponsor (or its designees) has agreed to enter into a contingent forward purchase agreement with the Company, to purchase up to 10,000,000 units for $10.00 each, in a private placement to occur concurrently with the closing of the initial Business Combination, for an aggregate purchase price of up to $100,000,000. The contingent forward purchase units and their component securities would be identical to the units being sold in this offering, except that the contingent forward purchase units and their component securities would be subject to transfer restrictions and certain registration rights, as described herein. The funds from the sale of contingent forward purchase units may be used as part of the consideration to the sellers in the initial Business Combination. Promissory Note — Related Party The Sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the IPO. The loan will be repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. As of January 26, 2021, the Company had drawn down $175,069 under the promissory note. The promissory note from the Sponsor was paid in full on March 3, 2021. Related Party Loans In addition, in order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on January 26, 2021, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2021, the Company recorded $21,613 of administrative service fees. As of March 31, 2021, the amount due to the Sponsor is $21,613. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Recurring Fair Value Measurements | |
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements Cash and Securities Held in Trust Account As of March 31, 2021, investment in the Company’s Trust Account consisted of $360 in U.S. Money Market and $379,542,343 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2021 are as follows: Carrying Gross Gross Fair Value Value/Amortized Unrealized Unrealized as of Cost Gains Losses March 31, 2021 U.S. Money Market $ 360 $ — $ — $ 360 U.S. Treasury Securities 379,542,343 15,861 — 379,558,204 $ 379,542,703 $ 15,861 $ — $ 379,558,564 Warrant Liability As of March 31, 2021, the Company had 12,650,000 Public Warrants and 7,126,667 Private Warrants outstanding. The Company’s warrants liability was valued at $12,165,199. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Prices In Significant Other Significant Other March 31, Active Markets Observable Inputs Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account 360 360 U.S. Treasury Securities held in Trust Account $ 379,542,343 $ 379,542,343 $ — $ — $ 379,542,703 $ 379,542,703 $ — $ — Liabilities: Forward Purchase Agreement Liability $ 2,139,943 2,139,943 Warrant Liability $ 12,165,199 $ — $ — $ 12,165,199 $ 14,305,142 $ — $ — $ 14,305,142 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on an estimated average expected volatility of a sample of similar companies in terms of industry, stage of life cycle, size, and financial leverage with a time varying volatility. 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 to remain at zero. The Company determined the forward purchase agreement units are equivalent to the value of the warrant coverage; therefore, the private warrants fair value was used to determine the fair value of the FPA units at issuance and at March 31, 2021. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: At At March 31, January 26, 2021 2021 Stock price $ 9.95 $ 9.60 Strike price $ 11.50 $ 11.50 Term (in years) 6.13 6.30 Volatility 13.4 % 24.1 % Risk-free rate 1.19 % 0.63 % Dividend yield 0.0 % 0.0 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any. at $10.00 per Unit. Simultaneously with the closing of the IPO on January 26, 2021, the underwriters fully exercised the over-allotment option to purchase 4,950,000 Units, generating an aggregate of gross proceeds of $49,500,000. On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, $7,590,000 in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. |
Shareholder's Equity
Shareholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholder's Equity | |
Shareholder's Equity | Note 9 — Shareholder's Equity Preferred shares Class A Ordinary Shares issued outstanding Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, except as disclosed, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
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 (“US 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 US 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 periods presented. Operating results for the period 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 Form 8-K and the final prospectus filed by the Company with the SEC on February 1, 2021 and January 25, 2021, respectively. |
Emerging Growth Company | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned. |
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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The Company’s warrant and contingent forward purchase unit liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and contingent forward purchase unit is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At March 31, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,776,667 shares of ordinary share in the aggregate. The Company’s condensed statement of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A ordinary share is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per ordinary share, basic and diluted, for non-redeemable Class B ordinary share is calculated by dividing the net income, adjusted for income attributable to redeemable Class B ordinary shares, by the weighted average number of non-redeemable Class B ordinary shares outstanding for the periods. Non-redeemable Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. For the Three Months Ended March 31, 2021 Class A Ordinary share subject to possible redemption Numerator: net income allocable to Class A ordinary share subject to possible redemption $ — Interest income on marketable securities held in trust 39,304 Less: interest available to be withdrawn for payment of taxes (39,304) Net income allocable to Class A ordinary share subject to possible redemption $ — Denominator: weighted average redeemable Class A ordinary share Redeemable Class A ordinary share, basic and diluted 24,161,219 Basic and diluted net income per share, redeemable ordinary share $ — Non-Redeemable Ordinary share Numerator: net income minus redeemable net earnings Net income $ 12,804,444 Redeemable net earnings — Non-redeemable net income $ 12,804,444 Denominator: weighted average non-redeemable ordinary share Basic and diluted weighted average shares outstanding, ordinary share 12,312,948 Basic and diluted net income per share, ordinary share $ 1.04 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary share are charged to the shareholders’ equity. Accordingly, as of March 31, 2021, offering costs in the aggregate of $20,470,344 have been charged to shareholders’ equity (consisting of $7,284,601 of underwriting discount, $12,748,052 of deferred underwriting discount, and $437,691 of other offering costs) and $858,197 of offering costs associated with warrant and forward purchase unit issuance cost has been expensed on the Company’s statement of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined its public warrants, private warrants and contingent forward purchase warrants, are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and contingent forward purchase units and then the Class A ordinary shares. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, incomes taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statements | |
Schedule of impact to the balance sheet dated January 26, 2021 | Audited Balance sheet as of January 26, 2021 As Reported Adjustment As Adjusted Percent Forward Purchase Agreement Liabilities — 4,131,217 4,131,217 100.0 % Warrant Liabilities — 24,102,499 24,102,499 100.0 % Total Liabilities 13,503,864 28,233,717 41,737,581 67.7 % Shares Subject to Redemption 363,869,640 (28,233,717) 335,635,923 (8.4) % Class A Ordinary Shares 156 241 397 60.7 % Class B Ordinary Shares 949 — 949 0.00 % Additional Paid in Capital 5,015,714 (3,273,020) 1,742,454 187.8 % (Accumulated Deficit) (16,817) 16,817 — 100.0 % Retained Earnings — (858,197) (858,197) 100.0 % Total Shareholders' Equity 5,000,002 4 5,000,006 0.00 % Number of shares subject to redemption 36,386,964 (2,823,372) 33,563,592 (8.4) % |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Schedule of ordinary shares | For the Three Months Ended March 31, 2021 Class A Ordinary share subject to possible redemption Numerator: net income allocable to Class A ordinary share subject to possible redemption $ — Interest income on marketable securities held in trust 39,304 Less: interest available to be withdrawn for payment of taxes (39,304) Net income allocable to Class A ordinary share subject to possible redemption $ — Denominator: weighted average redeemable Class A ordinary share Redeemable Class A ordinary share, basic and diluted 24,161,219 Basic and diluted net income per share, redeemable ordinary share $ — Non-Redeemable Ordinary share Numerator: net income minus redeemable net earnings Net income $ 12,804,444 Redeemable net earnings — Non-redeemable net income $ 12,804,444 Denominator: weighted average non-redeemable ordinary share Basic and diluted weighted average shares outstanding, ordinary share 12,312,948 Basic and diluted net income per share, ordinary share $ 1.04 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Recurring Fair Value Measurements | |
Summary of gross holding losses and fair value of held-to-maturity securities | Carrying Gross Gross Fair Value Value/Amortized Unrealized Unrealized as of Cost Gains Losses March 31, 2021 U.S. Money Market $ 360 $ — $ — $ 360 U.S. Treasury Securities 379,542,343 15,861 — 379,558,204 $ 379,542,703 $ 15,861 $ — $ 379,558,564 |
Schedule of assets and liabilities that were measured at fair value on a recurring basis | Quoted Prices In Significant Other Significant Other March 31, Active Markets Observable Inputs Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account 360 360 U.S. Treasury Securities held in Trust Account $ 379,542,343 $ 379,542,343 $ — $ — $ 379,542,703 $ 379,542,703 $ — $ — Liabilities: Forward Purchase Agreement Liability $ 2,139,943 2,139,943 Warrant Liability $ 12,165,199 $ — $ — $ 12,165,199 $ 14,305,142 $ — $ — $ 14,305,142 |
Organization and Business Ope_2
Organization and Business Operation (Details) | Jan. 26, 2021USD ($)$ / sharesshares | Oct. 14, 2020 | Mar. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units, through public offering (in shares) | shares | 37,950,000 | |||
Proceeds from issuance initial public offering | $ 379,500,000 | |||
Proceeds from private placement | $ 10,690,000 | |||
Deferred underwriting fee payable | 13,282,500 | |||
Condition for future business combination number of businesses minimum | 1 | |||
Payments for investment of cash in Trust Account | $ 379,500,000 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Operating bank accounts | $ 1,400,000 | |||
working capital | $ 2,400,000 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 7,126,667 | |||
Price of warrant | $ / shares | $ 1.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units, through public offering (in shares) | shares | 33,000,000 | 33,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 330,000,000 | |||
Sale of Private Placement Warrants (in shares) | shares | 6,466,667 | |||
Price of warrant | $ / shares | $ 10 | |||
Transaction Costs | $ 21,328,541 | |||
Underwriting discount | 7,284,601 | |||
Deferred underwriting fee payable | 12,748,052 | |||
Other offering costs | $ 437,691 | |||
Condition for future business combination use of proceeds percentage | 100 | |||
Maximum Net Interest To Pay Dissolution Expenses | $ 100,000 | |||
Capital contribution | 25,000 | |||
Loan under an unsecured promissory note | 175,069 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from private placement | $ 10,690,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 7,126,667 | 660,000 | ||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | ||
Proceeds from private placement | $ 990,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units, through public offering (in shares) | shares | 4,950,000 | 4,950,000 | ||
Purchase price, per unit | $ / shares | $ 10 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 4,950,000 | |||
Proceeds from private placement | $ 49,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Balance sheet (Details) | Jan. 26, 2021USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Liabilities and Equity [Abstract] | |||
Initial classification of Forward Purchase Agreement liability | $ 4,131,217 | $ 4,131,217 | |
Warranty liability | 24,102,499 | 12,165,199 | |
Total liabilities | 41,737,581 | 27,669,887 | $ 355,453 |
Shares Subject to Redemption | 335,635,923 | ||
Common Stock, Value, Issued | 949 | ||
Additional paid-in capital | 1,742,454 | 24,051 | |
Accumulated Deficit | 4,998,753 | (5,000) | |
Retained Earnings | (858,197) | ||
Total Shareholders' Equity | $ 5,000,006 | 5,000,004 | 20,000 |
Number of shares subject to redemption | shares | 33,563,592 | ||
Forward Purchase Agreement Liabilities | 100 | ||
Warrant Liabilities (as percent) | 100.00% | ||
Total Liabilities (as percent) | 67.70% | ||
Shares Subject to Redemption (as percent) | (8.40%) | ||
Additional Paid in Capital (as percent) | 187.80% | ||
Accumulated Deficit (as percent) | 100.00% | ||
Retained Earnings (as percent) | 100.00% | ||
Stockholders equity (as percent) | 0.00% | ||
Number of shares subject to redemption (as percent) | (8.40%) | ||
Class A Ordinary Shares | |||
Liabilities and Equity [Abstract] | |||
Common Stock, Value, Issued | $ 397 | 302 | |
Common stock (as percent) | 60.70% | ||
Class B Ordinary Shares | |||
Liabilities and Equity [Abstract] | |||
Common Stock, Value, Issued | 949 | 949 | |
Total Shareholders' Equity | $ 949 | $ 949 | |
Common stock (as percent) | 0.00% | ||
As Reported | Restatement of warrants as derivative liabilities | |||
Liabilities and Equity [Abstract] | |||
Total liabilities | $ 13,503,864 | ||
Shares Subject to Redemption | 363,869,640 | ||
Common Stock, Value, Issued | 949 | ||
Additional paid-in capital | 5,015,714 | ||
Accumulated Deficit | (16,817) | ||
Total Shareholders' Equity | $ 5,000,002 | ||
Number of shares subject to redemption | shares | 36,386,964 | ||
As Reported | Restatement of warrants as derivative liabilities | Class A Ordinary Shares | |||
Liabilities and Equity [Abstract] | |||
Common Stock, Value, Issued | $ 156 | ||
Adjustment | Restatement of warrants as derivative liabilities | |||
Liabilities and Equity [Abstract] | |||
Initial classification of Forward Purchase Agreement liability | 4,131,217 | ||
Warranty liability | 24,102,499 | ||
Total liabilities | 28,233,717 | ||
Shares Subject to Redemption | (28,233,717) | ||
Additional paid-in capital | (3,273,020) | ||
Accumulated Deficit | 16,817 | ||
Retained Earnings | (858,197) | ||
Total Shareholders' Equity | $ 4 | ||
Number of shares subject to redemption | shares | (2,823,372) | ||
Adjustment | Restatement of warrants as derivative liabilities | Class A Ordinary Shares | |||
Liabilities and Equity [Abstract] | |||
Common Stock, Value, Issued | $ 241 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Federal deposit insurance | $ 250,000 | |
Anti-dilutive securities attributable to warrants (in shares) | 19,776,667 | |
Deferred underwriting discount | 13,282,500 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Initial Public Offering | ||
Offering cost | 437,691 | |
Underwriting discount | 7,284,601 | |
Deferred underwriting discount | 12,748,052 | |
Other offering cost | $ 437,691 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Interest income on marketable securities held in trust | $ | $ 39,304 |
Less: interest available to be withdrawn for payment of taxes | $ | (39,304) |
Net income | $ | 12,804,444 |
Non-redeemable net loss | $ | $ 12,804,444 |
Basic and diluted weighted average shares outstanding | shares | 12,312,948 |
Basic and diluted net income per share | $ / shares | $ 1.04 |
Class A Ordinary Shares | |
Basic and diluted weighted average shares outstanding | shares | 24,161,219 |
Class A Common Stock Subject to Redemption | |
Basic and diluted weighted average shares outstanding | shares | 24,161,219 |
Class A ordinary shares Not Subject to Redemption | |
Basic and diluted weighted average shares outstanding | shares | 12,312,948 |
Basic and diluted net income per share | $ / shares | $ 1.04 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Jan. 26, 2021 | Mar. 31, 2021 | Oct. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 37,950,000 | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | ||
Public Warrants exercisable term from the closing of the public offering | 12 months | ||
Public Warrants expiration term | 5 years | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 0.361 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 33,000,000 | 33,000,000 | |
Purchase price, per unit | $ 10 | $ 10 | $ 10 |
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.33 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 4,950,000 | 4,950,000 | |
Purchase price, per unit | $ 10 |
Initial Public Offering - Publi
Initial Public Offering - Public Warrants (Details) | 3 Months Ended |
Mar. 31, 2021D$ / sharesshares | |
Class B Ordinary Shares | |
Class of Warrant or Right [Line Items] | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants | $ 11.50 |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Threshold trading days for calculating Market Value | D | 20 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Maximum period after business combination in which to file registration statement | 15 days |
Period of time within which registration statement is expected to become effective | 60 days |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 0.361 |
Number of trading days on which fair market value of shares is reported | D | 10 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Redemption period | 30 days |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Redemption period | 30 days |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Jan. 26, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 10,690,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 7,126,667 | |
Price of warrants | $ 1.50 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 4,950,000 | |
Aggregate purchase price | $ 49,500,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 10,690,000 | |
Percentage of public shares required to be redeemed if business combination is not completed within specified period | 100.00% | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 660,000 | 7,126,667 |
Price of warrants | $ 1.50 | $ 1.50 |
Aggregate purchase price | $ 990,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Class B Ordinary Shares - USD ($) | Jan. 26, 2021 | Nov. 04, 2020 | Mar. 31, 2021 | Jan. 21, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Founder Shares | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 1,237,500 | ||||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Consideration received | $ 25,000 | ||||
Consideration received, shares | 8,625,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Share Price | $ 0.003 | ||||
Share dividend | 0.1 | ||||
Aggregate number of shares owned | 9,487,500 | ||||
Shares subject to forfeiture | 1,237,500 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jan. 26, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | ||
Repayment of promissory note - related party | $ 175,069 | |
Private Placement | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | |
Price of warrant | $ 1.50 | |
Forward Purchase Contract | Private Placement | ||
Related Party Transaction [Line Items] | ||
Units Agreed To Be Purchased Authorized Shares | 10,000,000 | |
Units Agreed To Be Purchased Authorized Amount | $ 100,000,000 | |
Purchase price, per unit | $ 10 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Outstanding balance of related party note | $ 175,069 | |
Repayment of promissory note - related party | 1,000,000 | |
Administrative Service Fee | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 10,000 | |
Expenses incurred and paid | 21,613 | |
Amount due to sponsor | $ 21,613 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Held to maturity securities (Details) | Mar. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 379,542,703 |
Gross Unrealized Gains | 15,861 |
Fair Value | 379,558,564 |
U.S. Money Market | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 360 |
Fair Value | 360 |
U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 379,542,343 |
Gross Unrealized Gains | 15,861 |
Fair Value | $ 379,558,204 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - USD ($) | Mar. 31, 2021 | Jan. 26, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 379,542,703 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Forward Purchase Agreement liability | 2,139,943 | |
Warranty liability | $ 12,165,199 | $ 24,102,499 |
Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Number of warrants to purchase shares issued | 7,126,667 | |
Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | $ 379,542,703 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Forward Purchase Agreement liability | 2,139,943 | |
Warranty liability | 12,165,199 | |
Liabilities fair value total | 14,305,142 | |
U.S. Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash held in the Trust Account | 360 | |
U.S. Money Market | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 360 | |
U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash held in the Trust Account | 379,542,343 | |
U.S. Treasury Securities | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 379,542,343 | |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 379,542,703 | |
Level 1 | U.S. Money Market | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 360 | |
Level 1 | U.S. Treasury Securities | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 379,542,343 | |
Level 3 | Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Forward Purchase Agreement liability | 2,139,943 | |
Warranty liability | 12,165,199 | |
Liabilities fair value total | $ 14,305,142 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 26, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)itemshares |
Other Commitments [Line Items] | ||
Maximum number of demands for registration of securities | item | 3 | |
Number of units sold | shares | 37,950,000 | |
Deferred underwriting fee payable | $ | $ 13,282,500 | |
Initial Public Offering | ||
Other Commitments [Line Items] | ||
Number of units sold | shares | 33,000,000 | 33,000,000 |
Number Of Units Granted To Underwriters | shares | 4,500,000 | |
Deferred fee per unit | $ / shares | $ 10 | |
Deferred underwriting fee payable | $ | $ 12,748,052 | |
Aggregate deferred underwriting fee payable | $ | $ 7,590,000 | |
Deferred underwriting discount (as a percent) | 3.50% | |
Over-allotment option | ||
Other Commitments [Line Items] | ||
Number of units sold | shares | 4,950,000 | 4,950,000 |
Aggregate deferred underwriting fee payable | $ | $ 49,500,000 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 |
Shareholder's Equity - Preferre
Shareholder's Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shareholder's Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholder's Equity - Common S
Shareholder's Equity - Common Stock Shares (Details) | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 9,487,500 | 9,487,500 |
Class A Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 3,018,962 | 0 |
Common shares, shares outstanding (in shares) | 3,018,962 | 0 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 34,931,038 | 0 |
Class A common stock subject to possible redemption, outstanding (in shares) | 34,931,038 | 0 |
Class A ordinary shares Not Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 3,018,962 | 0 |
Common shares, shares outstanding (in shares) | 2,804,968 | 0 |
Class B Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 9,487,500 | 9,487,500 |
Common shares, shares outstanding (in shares) | 9,487,500 | 9,487,500 |
Class A common stock subject to possible redemption, outstanding (in shares) | 9,487,500 | 9,487,500 |
Common stock subject to redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 0 |