Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 26, 2021 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | Deep Lake Capital Acquisition Corp. | |
Entity Central Index Key | 0001831928 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Address, State or Province | NV | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,700,000 | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,175,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,822,098 | $ 0 |
Prepaid expenses | 637,544 | 0 |
Total current assets | 2,459,642 | 0 |
Deferred offering costs | 0 | 380,631 |
Cash held in Trust Account | 207,000,000 | 0 |
Total Assets | 209,459,642 | 380,631 |
Current liabilities: | ||
Accounts payable | 1,021,365 | 40,590 |
Accrued expenses | 704,114 | 381,800 |
Due to related parties | 3,247 | 0 |
Note payable - related party | 0 | 50,900 |
Total current liabilities | 1,728,726 | 473,290 |
Warrant liabilities | 10,999,200 | 0 |
Deferred underwriting commissions | 7,245,000 | 0 |
Total liabilities | 19,972,926 | 473,290 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 18,448,671 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 184,486,710 | 0 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 1,121,928 | 24,482 |
Retained earnings (accumulated deficit) | 3,877,335 | (117,659) |
Total shareholders' equity | 5,000,006 | (92,659) |
Total Liabilities and Shareholders' Equity | 209,459,642 | 380,631 |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares | 225 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares | $ 518 | $ 518 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities and Shareholders' Equity | ||
Class A ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares, subject to possible redemption (in shares) | 18,448,671 | 0 |
Class A ordinary shares, redemption price (in dollars per share) | $ 10 | $ 10 |
Shareholders' Equity | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 2,251,329 | 0 |
Ordinary shares, shares outstanding (in shares) | 2,251,329 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 5,175,000 | 5,175,000 |
Ordinary shares, shares outstanding (in shares) | 5,175,000 | 5,175,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Loss from Operations | |
General and administrative expenses | $ 333,386 |
General and administrative expenses - related party | 45,000 |
Loss from operations | (378,386) |
Change in fair value of warrant liabilities | 4,973,300 |
Offering costs - warrant liabilities | (599,920) |
Net income | $ 3,994,994 |
Class A Ordinary Shares [Member] | |
Loss from Operations | |
Weighted average shares outstanding, basic (in shares) | shares | 20,700,000 |
Basic net income per share (in dollars per share) | $ / shares | $ 0 |
Weighted average shares outstanding, diluted (in shares) | shares | 20,700,000 |
Diluted net income per share (in dollars per share) | $ / shares | $ 0 |
Class B Ordinary Shares [Member] | |
Loss from Operations | |
General and administrative expenses | $ 378,000 |
Change in fair value of warrant liabilities | 5,000,000 |
Offering costs - warrant liabilities | (600,000) |
Net income | $ 4,000,000 |
Weighted average shares outstanding, basic (in shares) | shares | 5,062,500 |
Basic net income per share (in dollars per share) | $ / shares | $ 0.79 |
Weighted average shares outstanding, diluted (in shares) | shares | 5,062,500 |
Diluted net income per share (in dollars per share) | $ / shares | $ 0.79 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Ordinary Shares [Member]Class A Ordinary Shares [Member] | Ordinary Shares [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total | Class B Ordinary Shares [Member] |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 518 | $ 24,482 | $ (117,659) | $ (92,659) | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 5,175,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of units in initial public offering, less allocation to warrant liabilities | $ 2,070 | $ 0 | 197,165,430 | 0 | 197,167,500 | |
Sale of units in initial public offering, less allocation to warrant liabilities (in shares) | 20,700,000 | 0 | ||||
Offering costs | $ 0 | $ 0 | (11,583,119) | 0 | (11,583,119) | |
Class A ordinary shares subject to possible redemption | $ (1,845) | $ 0 | (184,484,865) | 0 | (184,486,710) | |
Class A ordinary shares subject to possible redemption (in shares) | (18,448,671) | 0 | ||||
Net income | $ 0 | $ 0 | 0 | 3,994,994 | 3,994,994 | $ 4,000,000 |
Ending balance at Mar. 31, 2021 | $ 225 | $ 518 | $ 1,121,928 | $ 3,877,335 | $ 5,000,006 | |
Ending balance (in shares) at Mar. 31, 2021 | 2,251,329 | 5,175,000 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,994,994 |
Adjustments to reconcile net income to net cash used in operating activities: | |
General and administrative expenses paid by Sponsor under promissory note | 10,788 |
Change in fair value of warrant liabilities | (4,973,300) |
Offering costs - warrant liabilities | 599,920 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (637,544) |
Accounts payable | 1,009,830 |
Accrued expenses | 28,075 |
Due to related party | 3,247 |
Net cash provided by operating activities | 36,010 |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (207,000,000) |
Net cash used in investing activities | (207,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (94,427) |
Proceeds received from initial public offering, gross | 207,000,000 |
Proceeds received from private placement | 6,140,000 |
Offering costs paid | (4,259,485) |
Net cash provided by financing activities | 208,786,088 |
Net change in cash | 1,822,098 |
Cash - beginning of the period | 0 |
Cash - end of the period | 1,822,098 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued expenses | 594,915 |
Offering costs paid by Sponsor under promissory note | 32,739 |
Deferred underwriting commissions | 7,245,000 |
Initial value of Class A ordinary shares subject to possible redemption | 179,872,890 |
Change in value of Class A ordinary shares subject to possible redemption | $ 4,613,820 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Deep Lake Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 6, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from November 6, 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 initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,700,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,140,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $207.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to the payment of taxes, unless and until the Company completes its initial Business Combination, no proceeds held in the Trust Account will be available for the Company’s use. The proceeds held in the Trust Account may not be invested or bear interest until January 1, 2022, after which the proceeds will be held in an interest-bearing trust account. After January 2022, the proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating 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 initial Business Combination(s) having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account at the time of the Company’s signing of a definitive agreement in connection with the initial Business Combination) 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. The Company will provide holders of the Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their 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 amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the 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 in 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 allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders 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 underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amount 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 vendor 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 underwriters 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 for 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 and Capital Resources As of March 31, 2021, the Company had approximately $1.8 million in its operating bank account and working capital of approximately $0.7 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, a loan of approximately $94,000 from the Sponsor under the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 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 or any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 growth companies but any such an 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 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 statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ 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 coverage limits of $ 250,000 . As of March 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020 Cash Held in Trust Account At March 31, 2021, the Company had $207.0 million in cash held in the Trust Account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” 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 and December 31, 2020, the carrying value of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. 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 FASB ASC Topic 815, “Derivatives and Hedging.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 10,350,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,140,000 Private Placement Warrants are recognized as derivative liabilities in accordance with FASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. Warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares stock were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 18,448,671 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Income Taxes FASB Topic ASC 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. 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 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 per ordinary shares Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s condensed statements of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares for three months ended March 31, 2021 is calculated by dividing the interest income earned on cash held in the Trust Account of $0, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income per ordinary share, basic and diluted for Class B ordinary shares for the three months ended March 31, 2021 is calculated by Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 Units, including 2,700,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
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 November 17, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain expenses on behalf of the Company in consideration for issuance of 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On January 12, 2020, the Company effected a share capitalization of 862,500 Class B ordinary shares, resulting in an aggregate of 5,175,000 Class B ordinary shares outstanding. Up to 675,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 15, 2021, the underwriter fully exercised its over-allotment option; thus, these 675,000 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 initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,140,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million. Each warrant is exercisable to purchase one Class A ordinary share at $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 Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On November 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $94,000 under the Note. The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. Working Capital Loans 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, 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under any Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the prospectus, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $45,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed statement of operations for the three months ended March 31, 2021, and in accounts payable as of March 31, 2021. In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and any 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 rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 2,700,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 15, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on its financial statement and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s Initial Public Offering, financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | Note 6 — Shareholders’ Equity Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Prior to the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of the Class B ordinary shares will have ten votes for every Class B ordinary shares and holders of Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, the initial shareholders will be able to approve any such proposal without the vote of any other shareholder. Holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of Class B ordinary shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of Class B and Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | Note 7 — Warrants As of March 31, 2021, the Company had outstanding. The Public Warrants will become exercisable at $11.50 per share 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 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 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 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 elects, 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. 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 ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market value and the Newly issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of 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 initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to 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 Public Warrants. 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 a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective 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 redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the 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 calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Liabilities: Warrant liabilities - Public warrants $ 6,210,000 $ - $ - Warrant liabilities - Private placement warrants - - 4,789,200 $ 6,210,000 $ - $ 4,789,200 As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis. 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 March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels of the fair value hierarchy during the three months ended March 31, 2021. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. The fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates 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 yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: January 15, 2021 March 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.45 $ 9.80 Volatility 15.0 % 15.0 % Term 5.0 5.0 Risk-free rate 0.46 % 0.92 % The change in the fair value of warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ - Issuance of Public and Private Warrants - Level 3 15,972,500 Transfers of Public Warrants to Level 1 measurement (6,210,000 ) Change in fair value of warrant liabilities (4,973,300 ) Warrant liabilities at March 31, 2021 $ 4,789,200 |
Restatement of Prior Period Fin
Restatement of Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Prior Period Financial Statements [Abstract] | |
Revision to Prior Period Financial Statements | Note 9 — Restatement of Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited balance sheet dated January 15, 2021, filed on Form 8-K on January 22, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on January 15 , 2021 The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity 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 issued on , 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. As of January 15, 2021 As Previously Reported Restatement Adjustments As Restated Balance Sheet Total assets $ 208,899,773 $ - $ 208,899,773 Liabilities and shareholders’ equity Total current liabilities $ 809,380 $ - $ 809,380 Deferred underwriting commissions 7,245,000 - 7,245,000 Warrant liabilities - 15,972,500 15,972,500 Total liabilities 8,054,380 15,972,500 24,026,880 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 195,845,390 (15,972,500 ) 179,872,890 Shareholders’ equity Prefered shares- $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 112 159 271 Class B ordinary shares - $0.0001 par value 518 - 518 Additional paid-in-capital 5,135,942 599,761 5,735,703 Accumulated deficit (136,569 ) (599,920 ) (736,489 ) Total shareholders’ equity 5,000,003 - 5,000,003 Total liabilities and shareholders’ equity $ 208,899,773 $ - $ 208,899,773 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date condensed financial statements were available to be issued. Based upon this review, the Company determined that, there have been no events that have occurred that would require adjustments to the disclosures in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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 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 or any future period. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ 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 coverage limits of $ 250,000 . As of March 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020 |
Cash Held in Trust Account | Cash Held in Trust Account At March 31, 2021, the Company had $207.0 million in cash held in the Trust Account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” 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 and December 31, 2020, the carrying value of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. |
Warrant Liabilities | 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 FASB ASC Topic 815, “Derivatives and Hedging.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 10,350,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,140,000 Private Placement Warrants are recognized as derivative liabilities in accordance with FASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. Warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares stock were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 18,448,671 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. |
Income Taxes | Income Taxes FASB Topic ASC 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. 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 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 per ordinary shares | Net income per ordinary shares Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s condensed statements of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares for three months ended March 31, 2021 is calculated by dividing the interest income earned on cash held in the Trust Account of $0, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income per ordinary share, basic and diluted for Class B ordinary shares for the three months ended March 31, 2021 is calculated by |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Liabilities: Warrant liabilities - Public warrants $ 6,210,000 $ - $ - Warrant liabilities - Private placement warrants - - 4,789,200 $ 6,210,000 $ - $ 4,789,200 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: January 15, 2021 March 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.45 $ 9.80 Volatility 15.0 % 15.0 % Term 5.0 5.0 Risk-free rate 0.46 % 0.92 % |
Change in Fair Value of Level 3 Derivative Warrant Liabilities | The change in the fair value of warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ - Issuance of Public and Private Warrants - Level 3 15,972,500 Transfers of Public Warrants to Level 1 measurement (6,210,000 ) Change in fair value of warrant liabilities (4,973,300 ) Warrant liabilities at March 31, 2021 $ 4,789,200 |
Restatement of Prior Period F_2
Restatement of Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Prior Period Financial Statements [Abstract] | |
Revision to Prior Period Financial Statements | Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. As of January 15, 2021 As Previously Reported Restatement Adjustments As Restated Balance Sheet Total assets $ 208,899,773 $ - $ 208,899,773 Liabilities and shareholders’ equity Total current liabilities $ 809,380 $ - $ 809,380 Deferred underwriting commissions 7,245,000 - 7,245,000 Warrant liabilities - 15,972,500 15,972,500 Total liabilities 8,054,380 15,972,500 24,026,880 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 195,845,390 (15,972,500 ) 179,872,890 Shareholders’ equity Prefered shares- $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 112 159 271 Class B ordinary shares - $0.0001 par value 518 - 518 Additional paid-in-capital 5,135,942 599,761 5,735,703 Accumulated deficit (136,569 ) (599,920 ) (736,489 ) Total shareholders’ equity 5,000,003 - 5,000,003 Total liabilities and shareholders’ equity $ 208,899,773 $ - $ 208,899,773 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Jan. 15, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)Business$ / sharesshares | Dec. 31, 2020USD ($) |
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 207,000,000 | $ 207,000,000 | |
Offering costs | 12,200,000 | ||
Deferred underwriting commissions | 7,245,000 | 7,245,000 | $ 0 |
Gross proceeds from private placement | 6,100,000 | 6,140,000 | |
Cash deposited in Trust Account | $ 207,000,000 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||
Post-transaction ownership percentage of the target business | 50.00% | ||
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1 | ||
Warrants issued (in shares) | shares | 6,140,000 | 6,140,000 | |
Class A Ordinary Shares [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Warrants issued (in shares) | shares | 16,490,000 | ||
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 20,700,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 207,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 2,700,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | Jan. 21, 2021 | Jan. 15, 2021 | Nov. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Liquidity and Capital Resources [Abstract] | |||||
Cash at bank | $ 1,822,098 | $ 0 | |||
Working capital | 700,000 | ||||
Repayment to related party | 94,427 | ||||
Outstanding loan | 0 | $ 50,900 | |||
Sponsor [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Contribution from sale of founder shares | $ 25,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Loan proceeds | $ 94,000 | ||||
Repayment to related party | $ 51,000 | $ 43,000 | |||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Outstanding loan | $ 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash Held in Trust Account (Details) $ in Millions | Mar. 31, 2021USD ($) |
Cash Held in Trust Account [Abstract] | |
Cash held in Trust Account | $ 207 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Warrant Liabilities (Details) - shares | Jan. 15, 2021 | Mar. 31, 2021 |
Public Warrants [Member] | ||
Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 10,350,000 | |
Private Placement Warrants [Member] | ||
Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 6,140,000 | 6,140,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies [Abstract] | ||
Class A ordinary shares, subject to possible redemption (in shares) | 18,448,671 | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Net Income Per Ordinary Shares (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Net Income Per Ordinary Shares [Abstract] | |
General and administrative expenses | $ 333,386 |
Change in fair value of warrant liabilities | 4,973,300 |
Offering costs - warrant liabilities | 599,920 |
Net income | $ 3,994,994 |
Class A Ordinary Shares [Member] | |
Net Income Per Ordinary Shares [Abstract] | |
Warrants issued (in shares) | shares | 16,490,000 |
Income from investments held in Trust Account | $ 0 |
Class B Ordinary Shares [Member] | |
Net Income Per Ordinary Shares [Abstract] | |
General and administrative expenses | 378,000 |
Change in fair value of warrant liabilities | 5,000,000 |
Offering costs - warrant liabilities | 600,000 |
Net income | $ 4,000,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 207,000,000 | $ 207,000,000 | |
Offering costs | 12,200,000 | ||
Deferred underwriting commissions | $ 7,245,000 | $ 7,245,000 | $ 0 |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of warrants included in Unit (in shares) | 0.50 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of shares included in Unit (in shares) | 1 | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 20,700,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 207,000,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 2,700,000 | ||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | Nov. 17, 2020 | Jan. 12, 2020 | Mar. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 |
Class A Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 2,251,329 | 0 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 12 | ||||
Period after initial Business Combination | 150 days | ||||
Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 0.006 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | |
Sponsor [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Issuance of ordinary shares to Sponsor (in shares) | 4,312,500 | ||||
Share capitalization (in shares) | 862,500 | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | 20.00% | |||
Common stock no longer subject to forfeiture (in shares) | 675,000 | ||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Shares subject to forfeiture (in shares) | 675,000 | 675,000 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 15, 2021 | Mar. 31, 2021 |
Private Placement [Abstract] | ||
Gross proceeds from issuance of warrants | $ 6.1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Private Placement Warrants [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 6,140,000 | 6,140,000 |
Share price (in dollars per share) | $ 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Holding period for transfer, assignment or sale of warrants | 30 days | |
Class A Ordinary Shares [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 16,490,000 | |
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, Spo
Related Party Transactions, Sponsor Loans (Details) - USD ($) | Jan. 21, 2021 | Jan. 15, 2021 | Nov. 17, 2020 | Mar. 31, 2021 |
Related Party Loans [Abstract] | ||||
Repayment to related party | $ 94,427 | |||
Sponsor [Member] | ||||
Related Party Loans [Abstract] | ||||
Related party transaction amount | $ 15,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Loans [Abstract] | ||||
Loan proceeds | $ 94,000 | |||
Repayment to related party | $ 51,000 | $ 43,000 | ||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||
Related Party Loans [Abstract] | ||||
Related party transaction amount | $ 300,000 |
Related Party Transactions, Wor
Related Party Transactions, Working Capital Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |
Conversion price (in dollars per share) | $ 1 | |
Borrowings outstanding | $ 0 | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Related Party Transactions [Abstract] | |
General and administrative expenses | $ 45,000 |
Sponsor [Member] | |
Related Party Transactions [Abstract] | |
Monthly expenses | $ 15,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Additional Units that can be purchased to cover over-allotments (in shares) | 2,700,000 | ||
Underwriting discount (in dollars per share) | $ 0.20 | ||
Underwriting discount | $ 4,100,000 | ||
Deferred underwriting commissions per Unit (in dollars per share) | $ 0.35 | ||
Deferred underwriting commissions | $ 7,245,000 | $ 7,245,000 | $ 0 |
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Units issued (in shares) | 2,700,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 3 Months Ended | ||||
Mar. 31, 2021Vote$ / sharesshares | Jan. 15, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 17, 2020$ / shares | Jan. 12, 2020shares | |
Stockholders' Equity [Abstract] | |||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preference shares, shares issued (in shares) | 0 | 0 | |||
Preference shares, shares outstanding (in shares) | 0 | 0 | |||
Class A ordinary shares, subject to possible redemption (in shares) | 18,448,671 | 0 | |||
Percentage required for approval for votes from ordinary shares | 66.67% | ||||
Number of votes per share | Vote | 1 | ||||
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | ||||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | ||||
Class A Ordinary Shares [Member] | |||||
Stockholders' Equity [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 2,251,329 | 0 | |||
Ordinary shares, shares outstanding (in shares) | 2,251,329 | 0 | |||
Class B Ordinary Shares [Member] | |||||
Stockholders' Equity [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 5,175,000 | 5,175,000 | 5,175,000 | ||
Ordinary shares, shares outstanding (in shares) | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | |
Number of votes per share | Vote | 10 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Stockholders' Equity [Abstract] | |||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | 20.00% | |||
Common stock no longer subject to forfeiture (in shares) | 675,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||
Stockholders' Equity [Abstract] | |||||
Shares subject to forfeiture (in shares) | 675,000 | 675,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Jan. 15, 2021 | |
Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Period to file registration statement after initial Business Combination | 20 days | |
Period for registration statement to become effective | 60 days | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 10,350,000 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Expiration period of warrants | 5 years | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 6,140,000 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180.00% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115.00% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Liabilities [Abstract] | ||
Assets measured at fair value | $ 0 | |
Transfers to/from Fair Value Hierarchy Levels [Abstract] | ||
Transfers from Level 1 to Level 2 | $ 0 | |
Transfers from Level 2 to Level 1 | 0 | |
Transfers into Level 3 | 0 | |
Recurring [Member] | ||
Liabilities [Abstract] | ||
Liabilities measured at fair value | $ 0 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 6,210,000 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 6,210,000 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 4,789,200 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | $ 4,789,200 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) - Warrants [Member] | Mar. 31, 2021$ / shares | Jan. 15, 2021$ / shares |
Fair Value Measurements [Abstract] | ||
Term | 5 years | 5 years |
Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.80 | 10.45 |
Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.150 | 0.150 |
Risk Free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0092 | 0.0046 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Unobservable Input Reconciliation [Roll Forward] | |
Change in fair value of warrant liabilities | $ 4,973,300 |
Warrant Liabilities [Member] | |
Unobservable Input Reconciliation [Roll Forward] | |
Warrant liabilities, beginning balance | 0 |
Issuance of Public and Private Warrants - Level 3 | 15,972,500 |
Transfers of Public Warrants to Level 1 measurement | (6,210,000) |
Change in fair value of warrant liabilities | (4,973,300) |
Warrant liabilities, ending balance | $ 4,789,200 |
Restatement of Prior Period F_3
Restatement of Prior Period Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Nov. 17, 2020 |
Balance Sheet [Abstract] | ||||
Total assets | $ 209,459,642 | $ 208,899,773 | $ 380,631 | |
Liabilities and Shareholders' Equity [Abstract] | ||||
Total current liabilities | 1,728,726 | 809,380 | 473,290 | |
Deferred underwriting commissions | 7,245,000 | 7,245,000 | 0 | |
Warrant liabilities | 10,999,200 | 15,972,500 | 0 | |
Total liabilities | 19,972,926 | 24,026,880 | 473,290 | |
Class A common shares, $0.0001 par value; shares subject to possible redemption | 184,486,710 | 179,872,890 | 0 | |
Shareholders' Equity: | ||||
Preferred shares - $0.0001 par value | 0 | 0 | 0 | |
Additional paid-in capital | 1,121,928 | 5,735,703 | 24,482 | |
Retained earnings (accumulated deficit) | 3,877,335 | (736,489) | (117,659) | |
Total shareholders' equity | 5,000,006 | 5,000,003 | (92,659) | |
Total Liabilities and Shareholders' Equity | $ 209,459,642 | 208,899,773 | $ 380,631 | |
Class A common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A Ordinary Shares [Member] | ||||
Shareholders' Equity: | ||||
Common shares | $ 225 | $ 271 | $ 0 | |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class B Ordinary Shares [Member] | ||||
Shareholders' Equity: | ||||
Common shares | $ 518 | $ 518 | $ 518 | |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
As Previously Reported [Member] | ||||
Balance Sheet [Abstract] | ||||
Total assets | 208,899,773 | |||
Liabilities and Shareholders' Equity [Abstract] | ||||
Total current liabilities | 809,380 | |||
Deferred underwriting commissions | 7,245,000 | |||
Warrant liabilities | 0 | |||
Total liabilities | 8,054,380 | |||
Class A common shares, $0.0001 par value; shares subject to possible redemption | 195,845,390 | |||
Shareholders' Equity: | ||||
Preferred shares - $0.0001 par value | 0 | |||
Additional paid-in capital | 5,135,942 | |||
Retained earnings (accumulated deficit) | (136,569) | |||
Total shareholders' equity | 5,000,003 | |||
Total Liabilities and Shareholders' Equity | 208,899,773 | |||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||||
Shareholders' Equity: | ||||
Common shares | 112 | |||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||||
Shareholders' Equity: | ||||
Common shares | 518 | |||
Accounting for Warrants [Member] | Revision Adjustments [Member] | ||||
Balance Sheet [Abstract] | ||||
Total assets | 0 | |||
Liabilities and Shareholders' Equity [Abstract] | ||||
Total current liabilities | 0 | |||
Deferred underwriting commissions | 0 | |||
Warrant liabilities | 15,972,500 | |||
Total liabilities | 15,972,500 | |||
Class A common shares, $0.0001 par value; shares subject to possible redemption | (15,972,500) | |||
Shareholders' Equity: | ||||
Preferred shares - $0.0001 par value | 0 | |||
Additional paid-in capital | 599,761 | |||
Retained earnings (accumulated deficit) | (599,920) | |||
Total shareholders' equity | 0 | |||
Total Liabilities and Shareholders' Equity | 0 | |||
Accounting for Warrants [Member] | Revision Adjustments [Member] | Class A Ordinary Shares [Member] | ||||
Shareholders' Equity: | ||||
Common shares | 159 | |||
Accounting for Warrants [Member] | Revision Adjustments [Member] | Class B Ordinary Shares [Member] | ||||
Shareholders' Equity: | ||||
Common shares | $ 0 |