Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | MARQUEE RAINE ACQUISITION CORP. | |
Entity Central Index Key | 0001830180 | |
Entity Tax Identification Number | 98-1566891 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-39800 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 65 East 55th Street | |
Entity Address, Address Line Two | 24th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 603-5500 | |
Document Transition Report | false | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q of Marquee Raine Acquisition Corp. (the “Company”) for the period ended March 31, 2021 is filed solely to furnish the XBRL presentation not filed with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the Securities and Exchange Commission on May 24, 2021 (the “Original Filing”). No other changes, revisions or updates were made to the Original Filing. | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | |
Trading Symbol | MRACU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | MRACW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | MRAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 37,375,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,343,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 1,211,714 | $ 2,266,049 | |
Prepaid expenses | 762,560 | 831,645 | |
Total current assets | 1,974,274 | 3,097,694 | |
Cash held in Trust Account | 373,750,000 | 373,750,000 | |
Total Assets | 375,724,274 | 376,847,694 | |
Current liabilities: | |||
Accounts payable | 1,402,060 | 578,902 | |
Accrued expenses | 2,270,206 | 488,824 | |
Total current liabilities | 3,672,266 | 1,067,726 | |
Deferred underwriting commissions | 13,081,250 | 13,081,250 | |
Derivative warrant liabilities | 19,418,920 | 27,249,130 | |
Total liabilities | 36,172,436 | 41,398,106 | |
Commitments and Contingencies | |||
Class A ordinary shares, $0.0001 par value; 33,455,183 and 33,044,958 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 334,551,830 | 330,449,580 | |
Shareholders' Equity | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at March 31, 2021 and December 31, 2020 | 0 | 0 | |
Additional paid-in capital | 5,462,531 | 9,830,842 | |
Accumulated deficit | (463,849) | (4,832,201) | |
Total shareholders' equity | 5,000,008 | 5,000,008 | |
Total Liabilities and Shareholders' Equity | 375,724,274 | $ 376,847,694 | |
Common Class A [Member] | |||
Shareholders' Equity | |||
Common Stock | $ 433 | 392 | |
Common Class B [Member] | |||
Shareholders' Equity | |||
Common Stock | $ 934 | $ 934 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preference shares par value | $ 0.0001 | $ 0.0001 |
Preference shares authorized | 5,000,000 | 5,000,000 |
Preference shares issued | 0 | 0 |
Preference shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class A ordinary shares par value | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption | 33,455,183 | 33,044,958 |
Ordinary shares redemption price per share | $ 10 | $ 10 |
Ordinary shares par value | $ 0.0001 | $ 0.0001 |
Ordinary shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares issued | 3,919,817 | 4,330,042 |
Ordinary shares outstanding | 3,919,817 | 4,330,042 |
Common Class B [Member] | ||
Ordinary shares par value | $ 0.0001 | $ 0.0001 |
Ordinary shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares issued | 9,343,750 | 9,343,750 |
Ordinary shares outstanding | 9,343,750 | 9,343,750 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 3,461,858 |
Loss from operations | (3,461,858) |
Other income | |
Change in fair value of derivative warrant liabilities | 7,830,210 |
Net income | $ 4,368,352 |
Common Class A [Member] | |
Other income | |
Weighted average ordinary shares outstanding, basic and diluted | shares | 37,375,000 |
Basic and diluted net income per ordinary share | $ / shares | $ 0 |
Common Class B [Member] | |
Other income | |
Weighted average ordinary shares outstanding, basic and diluted | shares | 9,343,750 |
Basic and diluted net income per ordinary share | $ / shares | $ 0.47 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A [Member]Ordinary Shares | Class B [Member]Ordinary Shares |
Beginning balance at Dec. 31, 2020 | $ 5,000,008 | $ 9,830,842 | $ (4,832,201) | $ 433 | $ 934 |
Beginning balance (in shares) at Dec. 31, 2020 | 4,330,042 | 9,343,750 | |||
Offering costs | (266,102) | (266,102) | |||
Class A Ordinary Shares subject to possible redemption | (4,102,250) | (4,102,209) | $ (41) | ||
Class A Ordinary Shares subject to possible redemption (in shares) | (410,225) | ||||
Net income | 4,368,352 | 4,368,352 | |||
Ending balance at Mar. 31, 2021 | $ 5,000,008 | $ 5,462,531 | $ (463,849) | $ 392 | $ 934 |
Ending balance (in shares) at Mar. 31, 2021 | 3,919,817 | 9,343,750 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 4,368,352 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (7,830,210) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 69,085 |
Accounts payable | 823,158 |
Accrued expenses | 1,880,514 |
Net cash used in operating activities | (689,101) |
Cash Flows from Financing Activities: | |
Offering costs paid | (365,234) |
Net cash used in financing activities | (365,234) |
Net change in cash | (1,054,335) |
Cash - beginning of the period | 2,266,049 |
Cash - end of the period | 1,211,714 |
Supplemental disclosure of noncash financing activities: | |
Offering costs included in accrued expenses | 266,102 |
Change in initial value of Class A ordinary shares subject to possible redemption | $ 4,102,250 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Marquee Raine Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on October 16, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from October 16, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. In the future, the Company may generate non-operating The Company’s sponsor is Marquee Raine Acquisition Sponsor LP (the “Sponsor”), a Cayman Islands exempted limited partnership and an affiliate of The Raine Group LLC (together with its affiliates, “The Raine Group”) and Marquee Sports Holdings SPAC I, LLC (“Marquee”). The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2020. On December 17, 2020, the Company consummated its Initial Public Offering of 37,375,000 Units, including 4,875,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $373.8 million, and incurring offering costs of approximately $19.5 million, of which approximately $13.1 million was deferred underwriting commissions (Note 3 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,316,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $373.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a non-interest 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commissions) at the time of the signing of the agreement to enter into the 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). The Company will provide the holders of the public shares with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share non-public Notwithstanding the foregoing, our amended and restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Ordinary Shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 17, 2022, (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre- Class A Ordinary Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to its deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of March 31, 2021, the Company had approximately $1.2 million in its operating bank account, and working deficit of approximately $1.7 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $128,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 13, 2021 or any future period. Emerging growth company As an emerging growth company, the Company 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 of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 9,343,750 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,316,667 Private Placement Warrants are recognized as derivative warrant 815-40. re-measurement Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 33,455,183 and 33,044,958 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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, income 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. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 15,660,417 of the Company’s Class A Ordinary Shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class Recent Issued Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On December 17, 2020, the Company consummated its Initial Public Offering of 37,375,000 Units, including 4,875,000 Over-Allotment Units at $10.00 per Unit, generating gross proceeds of approximately $373.8 million, and incurring offering costs of approximately $19.5 million, of which approximately $13.1 million was deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-fourth |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On October 28, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 10,062,500 Class B Ordinary Shares, par value $0.0001, (the “Founder Shares”). On November 10, 2020, the Sponsor surrendered 718,750 Founder Shares to the Company for no consideration, resulting in an aggregate of 9,343,750 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Sponsor agreed to forfeit up to 1,218,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On December 15, 2020, the underwriter fully exercised its over-allotment option; thus, these Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Business Combination and (b) upon completion of the Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,316,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.5 million. Each whole Private Placement Warrant is exercisable for one whole Class A Ordinary Share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until days after the completion of the Business Combination. Related Party Loans On October 28, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“working capital loans”). If the Company completes a Business Combination, the Company would repay the working capital loans out of the proceeds of the Trust Account released to the Company. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. The working capital loans would either be repaid upon completion of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such working capital loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of the March 31, 2021 and December 31, 2020, the Company had no borrowings under the working capital loans. Administrative Support Agreement Commencing on December 14, 2020, the Company agreed to reimburse the Sponsor for out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon completion of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriter a 45-day The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriter also reimbursed approximately $3.0 million to the Company to cover for expenses in connection with the Initial Public Offering. In addition, $0.35 per unit, or approximately $13.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of March 31, 2021 and December 31, 2020, the Company has 9,343,750 and 6,316,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Warrants may only be exercised for a whole number of shares. The warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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 elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Our warrants have an exercise price of $11.50 per whole share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Marquee and The Raine Group or their respective affiliates, without taking into account the transfer of Founder Shares or private Placement warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by to the Company) by the Sponsor in connection with 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 Business Combination on the date of the completion of the Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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 with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A Ordinary Shares for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. 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 (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding warrants, as described above. The “fair market value” of the Class A Ordinary Shares for the above purpose shall mean the volume-weighted average price of Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A Ordinary Shares per warrant (subject to adjustment). If the Company has not completed the Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Founder Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the Board for any reason. These provisions of the amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds The Founder Shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of the Business Combination at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Liabilities: Derivative warrant liabilities - Public $ 11,586,250 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 7,832,670 December 31, 2020 Description Quoted Prices in Active Significant Other Observable Inputs (Level 2) Significant Other (Level 3) Liabilities: Derivative warrant liabilities - Public $ — $ — $ 16,258,130 Derivative warrant liabilities - Private $ — $ — $ 10,991,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in February 2021, when the Public Warrants were separately listed and traded. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since February 2021. For the three months ended March 31, 2021, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of $7.8 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants and the Public Warrants, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Class A Ordinary Shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A Ordinary Shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The change in the fair value of the derivative warrant liabilities classified as level 3 for the three months ended March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ 27,249,130 Change in fair value of derivative warrant liabilities (3,158,330 ) Transfer of Public Warrants out of level 3 (16,258,130 ) Level 3 - Derivative warrant liabilities at March 31, 2021 $ 7,832,670 The following table provides quantitative information regarding Level 3 fair value measurements inputs as of March 31, 2021 and December 31, 2020: As of December 31, 2020 As of December 31, 2021 Volatility 21.7 % nmf Stock price $ 10.40 nmf Expected life of the options to convert 5.5 5.5 Risk-free rate 0.43 % 1.04 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 On April 28, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRAC Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company, and Enjoy Technology Inc., a Delaware corporation. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction. Management has evaluated subsequent events to determine if events or transactions occurring through May 24, 2021, the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that, other than contained herein, all such events that would required recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 13, 2021 or any future period. |
Emerging growth company | Emerging growth company As an emerging growth company, the Company 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 of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
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. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 9,343,750 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,316,667 Private Placement Warrants are recognized as derivative warrant 815-40. re-measurement |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 33,455,183 and 33,044,958 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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, income 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. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 15,660,417 of the Company’s Class A Ordinary Shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class |
Recent Issued Accounting Standards | Recent Issued Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Liabilities: Derivative warrant liabilities - Public $ 11,586,250 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 7,832,670 December 31, 2020 Description Quoted Prices in Active Significant Other Observable Inputs (Level 2) Significant Other (Level 3) Liabilities: Derivative warrant liabilities - Public $ — $ — $ 16,258,130 Derivative warrant liabilities - Private $ — $ — $ 10,991,000 |
Summary of Change in the Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities classified as level 3 for the three months ended March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ 27,249,130 Change in fair value of derivative warrant liabilities (3,158,330 ) Transfer of Public Warrants out of level 3 (16,258,130 ) Level 3 - Derivative warrant liabilities at March 31, 2021 $ 7,832,670 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs as of March 31, 2021 and December 31, 2020: As of December 31, 2020 As of December 31, 2021 Volatility 21.7 % nmf Stock price $ 10.40 nmf Expected life of the options to convert 5.5 5.5 Risk-free rate 0.43 % 1.04 % Dividend yield 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 17, 2020 | Oct. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued price per share | $ 10 | |||
Offering costs | $ 19,500,000 | |||
Deferred underwriting commissions | 13,100,000 | $ 13,081,250 | $ 13,081,250 | |
Proceeds from issuance of warrants | $ 373,800,000 | |||
Restricted investments term | 185 days | |||
Value per share | $ 10 | |||
Net tangible assets for consummation of business combination | $ 5,000,001 | |||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | |||
Dissolution expense | $ 100,000 | |||
Cash | 1,211,714 | $ 2,266,049 | ||
Working deficit | $ 1,700,000 | |||
Minimum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of fair market value of business combination | 80.00% | |||
Business acquisition percentage of voting interests acquired | 50.00% | |||
Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of redeeming shares of public shares without the company's prior written consent | 100.00% | |||
Business combination period | 24 months | |||
Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Value per share | $ 11.50 | $ 9.20 | ||
Founder Share Amount [Member] | Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period value issued for services | $ 25,000 | |||
Founder Shares [Member] | Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during the period shares | 10,062,500 | |||
Proceeds from lines of credit | 128,000 | |||
Operating Bank Account [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cash | $ 1,200,000 | |||
Private Placement Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from issuance of warrants | $ 9,500,000 | |||
Private Placement Warrants [Member] | Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrants and rights issued during the period | 6,316,667 | |||
Class of warrants and rights issued price per warrant | $ 1.50 | |||
IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Offering costs | $ 19,500,000 | |||
Deferred underwriting commissions | $ 13,100,000 | |||
Value per share | $ 10 | |||
IPO [Member] | Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during the period shares | 37,375,000 | |||
Shares issued price per share | $ 10 | |||
Proceeds from issuance of IPO | $ 373,800,000 | |||
Over-Allotment Option [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during the period shares | 4,875,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during the period shares | 4,875,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Federal depository insurance coverage | $ 250,000 | |
Cash equivalents | 0 | $ 0 |
IPO [Member] | ||
Reimbursement received | $ 3,000,000 | |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 15,660,417 | |
Common Class A [Member] | ||
Ordinary shares subject to possible redemption | 33,455,183 | 33,044,958 |
Public Warrant [Member] | ||
Number of warrants or rights outstanding | 9,343,750 | |
Private Placement Warrants [Member] | ||
Number of warrants or rights outstanding | 6,316,667 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Offering costs | $ 19,500,000 | ||
Deferred underwriting commissions | $ 13,100,000 | $ 13,081,250 | $ 13,081,250 |
Share price per share | $ 10 | ||
IPO [Member] | |||
Offering costs | $ 19,500,000 | ||
Deferred underwriting commissions | $ 13,100,000 | ||
Share price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Stock issued during the period shares | 4,875,000 | ||
Common Class A [Member] | |||
Share price per share | $ 11.50 | $ 9.20 | |
Shares issuable per warrant | 0.361 | ||
Common Class A [Member] | Public Warrant [Member] | |||
Shares issuable per warrant | 1 | ||
Exercise price of warrant | $ 11.50 | ||
Common Class A [Member] | IPO [Member] | |||
Stock issued during the period shares | 37,375,000 | ||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offer | $ 373,800,000 | ||
Stock conversion basis | Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public warrant”) | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Stock issued during the period shares | 4,875,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 10, 2020 | Oct. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | Dec. 15, 2020 |
Related Party Transaction [Line Items] | ||||||
Share price per share | $ 10 | |||||
Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Borrowings | $ 0 | $ 0 | ||||
Private Placement Warrants [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of days after the Business Combination determining Private Placement Warrants lock in period | 30 days | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Over-allotment option exercised | fully | |||||
IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price per share | 10 | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Founder shares outstanding | 9,343,750 | |||||
Founder shares agreed to be forfeited | 9,343,750 | |||||
Founder shares subject to forfeiture | 9,343,750 | |||||
Number of years after the Business Combination determining founder shares lock in period | 1 year | |||||
Founder Shares [Member] | IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of issued and outstanding shares owned by Founder Shares | 20.00% | |||||
Warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Private Placement Warrant exercise price | $ 11.50 | |||||
Warrant [Member] | Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Working capital loans convertible amount | $ 1,500,000 | |||||
Working capital loans conversion price | $ 1.50 | |||||
Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ordinary shares par value | 0.0001 | $ 0.0001 | ||||
Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ordinary shares par value | 0.0001 | $ 0.0001 | ||||
Share price per share | 9.20 | $ 11.50 | ||||
Class A [Member] | Share Price Equals Or Exceeds 12 USD [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price per share | $ 12 | |||||
Class A [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of consecutive trading days after the Business Combination determining founder shares lock in period | 20 days | |||||
Number of trading days after the Business Combination determining founder shares lock in period | 30 days | |||||
Threshold days after the Business Combination determining founder shares lock in period | 150 days | |||||
Sponsor [Member] | Office Space And Administrative Support Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | $ 0 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Private placement warrants shares issued | 6,316,667 | |||||
Private placement warrants shares issued price per share | $ 1.50 | |||||
Proceeds from private placement warrants | $ 9,500,000 | |||||
Sponsor [Member] | IPO [Member] | Commercial Paper [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note, Face amount | $ 300,000 | |||||
Promissory note, Interest rate | 0.00% | |||||
Borrowings | $ 128,000 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Founder shares surrendered shares | 718,750 | |||||
Founder Shares surrendered shares, Value | $ 0 | |||||
Sponsor [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Founder shares outstanding | 1,218,750 | |||||
Founder shares agreed to be forfeited | 1,218,750 | |||||
Founder shares subject to forfeiture | 1,218,750 | |||||
Sponsor [Member] | Class B [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from stock issuance | $ 25,000 | |||||
Issuance of Ordinary shares | 10,062,500 | |||||
Ordinary shares par value | $ 0.0001 | |||||
Underwriters [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Founder shares outstanding | 1,218,750 | 0 | ||||
Founder shares agreed to be forfeited | 1,218,750 | 0 | ||||
Founder shares subject to forfeiture | 1,218,750 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | |
Deferred underwriting commissions payable per unit | $ 0.35 | ||
Deferred underwriting commissions | $ 13,081,250 | $ 13,081,250 | $ 13,100,000 |
Over-Allotment Option [Member] | |||
Overallotment Option Vesting Period | 45 days | ||
Stock issued during the period shares | 4,875,000 | ||
IPO [Member] | |||
Underwriting discount paid per unit | $ 0.20 | ||
Underwriting discount paid | $ 7,500,000 | ||
Reimbursement received | $ 3,000,000 | ||
Deferred underwriting commissions | $ 13,100,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | |
Warrants exercisable term from the date of completion of business combination | 30 days | ||
Warrants exercisable term from the closing of IPO | 12 months | ||
Minimum lock in period for SEC registration from date of business combination | 20 days | ||
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days | ||
Effective day for registration statement issuable upon exercise of the warrants | 60 days | ||
Warrants expiration term | 5 years | ||
Share price | $ 10 | ||
Percentage of capital raised for business combination to total equity Proceeds | 60.00% | ||
Class of warrants, redemption price per unit | $ 10 | ||
Share Price Equals or Exceeds $10 [Member] | |||
Class of warrants, redemption price per unit | 18 | ||
Share Price More Than or Equals To $18 [Member] | |||
Share price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Class of warrants, exercise price adjustment percentage | 180.00% | ||
Class of warrants, redemption notice period | 30 days | ||
Number of consecutive trading days for determining share price | 20 days | ||
Class of warrants, redemption price per unit | $ 0.01 | ||
Number of trading days for determining share price | 30 days | ||
Share Price Less Than or Equals To $9.2 [Member] | |||
Class of warrants, exercise price adjustment percentage | 115.00% | ||
Share Price Less Than or Equals To $18 [Member] | |||
Share price | $ 10 | ||
Class of warrants, exercise price adjustment percentage | 100.00% | ||
Class of warrants, redemption notice period | 30 days | ||
Class of warrants, redemption price per unit | $ 0.10 | ||
Public Warrants [Member] | |||
Warrants outstandings | 9,343,750 | ||
Private Warrant [Member] | |||
Warrants outstandings | 6,316,667 | ||
Warrant [Member] | |||
Warrants exercise price | $ 11.50 | ||
Common Class A [Member] | |||
Share price | $ 9.20 | $ 11.50 | |
Securities called by each warrant | 0.361 | ||
Number of days determining fair market value of the ClassA ordinary shares | 10 days | ||
Common Class A [Member] | Share Price Below $9.20 [Member] | |||
Share price | $ 9.20 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Dec. 17, 2020 | Nov. 10, 2020 | Oct. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 |
Preference shares authorized | 5,000,000 | 5,000,000 | ||||
Preference shares par value | $ 0.0001 | $ 0.0001 | ||||
Preference shares issued | 0 | 0 | ||||
Preference shares outstanding | 0 | 0 | ||||
Over-Allotment Option [Member] | ||||||
Stock issued during the period shares | 4,875,000 | |||||
Founder Shares [Member] | ||||||
Class A ordinary shares authorized | 50,000,000 | |||||
Founder shares outstanding | 9,343,750 | |||||
Founder Shares [Member] | Underwriters [Member] | Over-Allotment Option [Member] | ||||||
Founder shares outstanding | 1,218,750 | 0 | ||||
Founder Shares [Member] | Sponsor [Member] | ||||||
Stock issued during the period shares | 10,062,500 | |||||
Founder shares surrendered shares | 718,750 | |||||
Founder Shares surrendered shares, Value | $ 0 | |||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||||
Founder shares outstanding | 1,218,750 | |||||
Common Stock [Member] | ||||||
Percentage of issued and outstanding ordinary shares owned by initial shareholders | 20.00% | |||||
Common Class A [Member] | ||||||
Class A ordinary shares authorized | 500,000,000 | 500,000,000 | ||||
Class A ordinary shares issued | 3,919,817 | 4,330,042 | ||||
Class A ordinary shares outstanding | 3,919,817 | 4,330,042 | ||||
Class A ordinary shares par value | $ 0.0001 | $ 0.0001 | ||||
Class A ordinary shares subject to possible redemption | 33,455,183 | 33,044,958 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||
Stock issued during the period shares | 4,875,000 | |||||
Common Class A [Member] | Founder Shares [Member] | ||||||
Voting rights | one | |||||
Percentage of conversion | 20.00% | |||||
Conversion basis | one to one | |||||
Common Class A [Member] | Common Stock [Member] | ||||||
Founder shares outstanding | 3,919,817 | 4,330,042 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Public Warrant [Member] | Level 1 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 11,586,250 | $ 0 |
Public Warrant [Member] | Level 2 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Public Warrant [Member] | Level 3 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 16,258,130 |
Private Warrant [Member] | Level 1 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Private Warrant [Member] | Level 2 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Private Warrant [Member] | Level 3 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 7,832,670 | $ 10,991,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Change in fair value of derivative warrant liabilities | $ (7,830,210) |
Valuation process | Monte Carlo simulation model |
Expected Dividend Rate [Member] | |
Measurement Input | 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Level 3 [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities | $ 27,249,130 |
Change in fair value of derivative warrant liabilities | (3,158,330) |
Derivative warrant liabilities | 7,832,670 |
Public Warrant [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer of Public Warrants out of level 3 | $ (16,258,130) |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail) | Dec. 31, 2021yr | Mar. 31, 2021 | Dec. 31, 2020yr |
Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0 | ||
Level 3 [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0 | 21.7 | |
Level 3 [Member] | Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0 | 10.40 | |
Level 3 [Member] | Expected life of the options to convert [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 5.5 | 5.5 | |
Level 3 [Member] | Risk Free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 1.04 | 0.43 | |
Level 3 [Member] | Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0 | 0 |