Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Jan. 20, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ABGI | |
Entity Registrant Name | ABG ACQUISITION CORP. I | |
Entity Central Index Key | 0001833764 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to ABG Acquisition Corp. I, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of ABG Acquisition Corp. I as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Q3 2021 Form 10-Q”). On November 15, 2021, ABG Acquisition Corp. I (the “Company”) filed its Q3 2021 Form 10-Q, which included a section within Note 2, Revision to Previously Reported Financial Statements, that described a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued in the Company’s initial public offering (“IPO”) on February 19, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company’s management revised its interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. The Company determined the changes were not qualitatively material to the Company’s previously reported financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Q3 2021 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on December 28, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 13, 2021 and previously reported as revised in the Q3 2021 Form 10-Q; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 and previously reported as revised in the Q3 2021 Form 10-Q; and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part I included in the Company’s Q3 2021 Form 10-Q (collectively, the “Affected Periods”), should be restated to report all Class A ordinary shares included in the offering as temporary equity and should no longer be relied upon. As such, the Company has restated these financial statements for the Affected Periods. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Item 4 – Controls and Procedures, contained herein. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1. Condensed Financial Statements Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I, Item 4. Controls and Procedures Part II, Item 1A. Risk Factors In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Quarterly Report on Form 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement or our previously filed balance sheet, dated February 19, 2021, on Form 8-K. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Title of 12(b) Security | Class A Ordinary Shares | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-40072 | |
Entity Address, Address Line One | Ally Bridge Group | |
Entity Address, Address Line Two | 430 Park Avenue, 12th Floor | |
Entity Address, City or Town | New york | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 829-9373 | |
Entity Tax Identification Number | 98-1568635 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,566,300 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,766,250 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 617,654 | $ 58,175 |
Prepaid expenses | 451,047 | 178 |
Total current assets | 1,068,701 | 58,353 |
Investments held in Trust Account | 150,654,723 | |
Deferred offering costs associated with the initial public offering | 243,825 | |
Total Assets | 151,723,424 | 302,178 |
Current liabilities: | ||
Accounts payable | 39,468 | |
Accrued expenses | 206,534 | 202,000 |
Note payable—related party | 100,000 | |
Total current liabilities | 246,002 | 302,000 |
Deferred underwriting commissions | 5,272,750 | |
Total liabilities | 5,518,752 | 302,000 |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 15,065,000 and -0- shares issued and outstanding at $10.00 per share at redemption value as of September 30, 2021 and December 31, 2020, respectively | 150,650,000 | |
Shareholders' Equity (Deficit) | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 24,623 | |
Accumulated deficit | (4,445,755) | (24,822) |
Total shareholders' equity (deficit) | (4,445,328) | 178 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 151,723,424 | 302,178 |
Common Class A | ||
Shareholders' Equity (Deficit) | ||
Common Stock, Value, Issued | 50 | |
Total shareholders' equity (deficit) | 50 | 0 |
Common Class B | ||
Shareholders' Equity (Deficit) | ||
Common Stock, Value, Issued | 377 | 377 |
Total shareholders' equity (deficit) | $ 377 | $ 377 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A | ||
Temporary equity, shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Temporary Equity, Shares Issued | 15,065,000 | 0 |
Temporary Equity, Shares Outstanding | 15,065,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 501,300 | 0 |
Common stock, shares outstanding | 501,300 | 0 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,766,250 | 3,766,250 |
Common stock, shares outstanding | 3,766,250 | 3,766,250 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 188,098 | $ 517,544 |
General and administrative expenses - related party | 30,000 | 80,000 |
Loss from operations | (218,098) | (597,544) |
Income from investments held in Trust Account | 2,275 | 4,723 |
Net loss | (215,823) | (592,821) |
Common Class A [Member] | ||
Net loss | $ (173,778) | $ (460,275) |
Basic and diluted weighted average shares outstanding of Class A ordinary shares | 15,566,300 | 12,772,349 |
Basic and diluted net loss per ordinary share, Class A ordinary shares | $ (0.01) | $ (0.04) |
Common Class B [Member] | ||
Net loss | $ (42,045) | $ (132,546) |
Basic and diluted weighted average shares outstanding of Class A ordinary shares | 3,766,250 | 3,678,077 |
Basic and diluted net loss per ordinary share, Class A ordinary shares | $ (0.01) | $ (0.04) |
Basic and diluted weighted average shares outstanding of Class B ordinary shares | 3,766,250 | 3,678,077 |
Basic and diluted net loss per ordinary share, Class B ordinary shares | $ (0.01) | $ (0.04) |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Equity - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Common Class A | Common Class B |
Beginning Balance at Dec. 31, 2020 | $ 178 | $ 24,623 | $ (24,822) | $ 0 | $ 377 |
Beginning Balance , Shares at Dec. 31, 2020 | 0 | 3,766,250 | |||
Sale of shares to Sponsor in private placement | 5,013,000 | 5,012,950 | $ 50 | ||
Sale of shares to Sponsor in private placement , shares | 501,300 | ||||
Accretion of Class A ordinary shares subject to redemption | (8,865,685) | (5,037,573) | (3,828,112) | ||
Net loss | (164,380) | (164,380) | |||
Ending Balance at Mar. 31, 2021 | (4,016,887) | 0 | (4,017,314) | $ 50 | $ 377 |
Ending Balance , shares at Mar. 31, 2021 | 501,300 | 3,766,250 | |||
Beginning Balance at Dec. 31, 2020 | 178 | 24,623 | (24,822) | $ 0 | $ 377 |
Beginning Balance , Shares at Dec. 31, 2020 | 0 | 3,766,250 | |||
Ending Balance at Jun. 30, 2021 | (4,229,505) | 0 | (4,229,932) | $ 50 | $ 377 |
Ending Balance , shares at Jun. 30, 2021 | 501,300 | 3,766,250 | |||
Beginning Balance at Dec. 31, 2020 | 178 | 24,623 | (24,822) | $ 0 | $ 377 |
Beginning Balance , Shares at Dec. 31, 2020 | 0 | 3,766,250 | |||
Net loss | (592,821) | $ (460,275) | $ (132,546) | ||
Ending Balance at Sep. 30, 2021 | (4,445,328) | 0 | (4,445,755) | $ 50 | $ 377 |
Ending Balance , shares at Sep. 30, 2021 | 501,300 | 3,766,250 | |||
Beginning Balance at Mar. 31, 2021 | (4,016,887) | 0 | (4,017,314) | $ 50 | $ 377 |
Beginning Balance , Shares at Mar. 31, 2021 | 501,300 | 3,766,250 | |||
Net loss | (212,618) | (212,618) | |||
Ending Balance at Jun. 30, 2021 | (4,229,505) | 0 | (4,229,932) | $ 50 | $ 377 |
Ending Balance , shares at Jun. 30, 2021 | 501,300 | 3,766,250 | |||
Net loss | (215,823) | (215,823) | $ (173,778) | $ (42,045) | |
Ending Balance at Sep. 30, 2021 | $ (4,445,328) | $ 0 | $ (4,445,755) | $ 50 | $ 377 |
Ending Balance , shares at Sep. 30, 2021 | 501,300 | 3,766,250 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (592,821) |
Income from investments held in Trust Account | (4,723) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (450,869) |
Accounts payable | 39,468 |
Accrued expenses | 136,535 |
Net cash used in operating activities | (872,410) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (150,650,000) |
Net cash used in investing activities | (150,650,000) |
Cash Flows from Financing Activities: | |
Payment of note payable to related party | (100,000) |
Proceeds received from initial public offering, gross | 150,650,000 |
Proceeds received from private placement | 5,013,000 |
Offering costs paid | (3,481,111) |
Net cash provided by financing activities | 152,081,889 |
Net change in cash | 559,479 |
Cash - beginning of the period | 58,175 |
Cash - end of the period | 617,654 |
Supplemental disclosure of noncash financing activities: | |
Offering costs included in accrued expenses | 70,000 |
Reversal of offering costs included in accrued expenses in prior year | 202,000 |
Deferred underwriting commissions | $ 5,272,750 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1-Description ABG Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on November 17, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (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 September 30, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Class A ordinary shares (the “Public Shares”), including the 1,965,000 Public Shares sold as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 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 501,300 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $150.7 million ($10.00 per Public Share) 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, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, 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 Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing 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 its holders of its 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, 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 These Public Shares have been 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 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. 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 their Public Shares irrespective of whether they vote 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. 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 under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% 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 that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within in the Combination Period, unless the Company provides the Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023 (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 Public Shares The Sponsor agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The 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 in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a 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 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 September 30, 2021, the Company had approximately $618,000 in its operating bank account and working capital of approximately $823,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $100,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Summary ( restated Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K Rest atement of ( restated In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate 10-S99, Public Shares ordinary statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s the Company’s Form 10-Qs The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows and net income (loss). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 141,633,111 $ 9,016,889 $ 150,650,000 Class A ordinary shares $ 140 $ (90 ) $ 50 Additional paid-in $ 5,188,687 $ (5,188,687 ) $ — Accumulated deficit $ (189,202 ) $ (3,828,112 ) $ (4,017,314 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (9,016,889 ) $ (4,016,887 ) Shares of Class A ordinary shares subject to possible redemption 14,163,311 901,689 15,065,000 Shares of Class A non-redeemable 1,402,989 (901,689 ) 501,300 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 141,766,820 $ (141,766,820 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (133,709 ) $ 133,709 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 141,420,490 $ 9,229,510 $ 150,650,000 Class A ordinary shares $ 142 $ (92 ) $ 50 Additional paid-in $ 5,401,305 $ (5,401,305 ) $ — Accumulated defici t $ (401,820 ) $ (3,828,113 ) $ (4,229,933 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (9,229,510 ) $ (4,229,506 ) Shares of Class A ordinary shares subject to possible redemption 14,142,049 922,951 15,065,000 Shares of Class A non-redeemable 1,424,251 (922,951 ) 501,300 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 141,766,820 $ (141,766,820 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (346,330 ) $ 346,330 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Restated For the three months ended March 31, 2021 (unaudited) Net loss $ (164,380 ) $ — $ (164,380 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 (7,973,686 ) 7,091,314 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.02 ) $ (0.02 ) Weighted average shares outstanding - Class B ordinary shares 3,727,162 (228,370 ) 3,498,792 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.04 ) $ 0.02 $ (0.02 ) For three months ended June 30, 2021 (unaudited) Net loss $ (212,618 ) $ — $ (212,618 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 501,300 15,566,300 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B ordinary shares 4,267,550 (501,300 ) 3,766,250 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.05 ) $ 0.04 $ (0.01 ) For the six months ended June 30, 2021 (unaudited) Net loss $ (376,998 ) $ — $ (376,998 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 (3,712,781 ) 11,352,219 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - Class B ordinary shares 3,998,849 — 3,633,260 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.09 ) $ 0.06 $ (0.03 ) 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of September 30, 2021, and December 31, 2020, the Company had 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 September 30, 2021, and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriter fees and other costs incurred that were directly related to the Initial Public Offering and that are charged against the Class A ordinary shares subject to possible redemption carrying value upon the completion of the Initial Public Offering. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current 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 sold in the Initial Public Offering 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 September 30, 2021, 15,065,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. paid-in Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (173,778 ) $ (42,045 ) $ (460,275 ) $ (132,546 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 15,566,300 3,766,250 12,772,349 3,678,077 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.04 ) Income Taxes FASB ASC Topic 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 September 30, 2021, and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards No. 2020-06, Debt-Debt with Conversion and Other Options ( 470-20 ) and Derivatives and Hedging-Contracts in Entity’s Own Equity ( 815-40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 2020-06”), The 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Public Shares, including the 1,965,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares On November 26, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 4,312,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 28, 2021, the Sponsor surrendered, for no consideration, 862,500 Class B ordinary shares, resulting in an aggregate of 3,450,000 Class B ordinary shares outstanding and on February 16, 2021, the Company effected a share dividend, by issuing an additional 316,250 Class B ordinary shares, paid out of the share premium account resulting in, 3,766,250 Class B ordinary shares issued and outstanding. Share and per share amounts have been retroactively restated to December 31, 2020 to reflect the share surrender on January 29, 2021 and subsequent share dividend on February 16, 2021. The Sponsor agreed to forfeit up to 491,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares). The underwriters fully exercised the over-allotment option on February 19, 2021; thus, these 491,250 Founder Shares are 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: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 501,300 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. 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 Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On November 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest 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 out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month office space, utilities, administrative services and remote support services provided as may be reasonably required by 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 $30,000 and $80,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statements of operations for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, and December 31, 2020, the Company had no balance outstanding for such services on the accompanying condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5-Commitments Registration and Shareholder Rights The holders of Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. 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 The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $5.3 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 |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
ClassA Ordinary Shares Subject To Possible Redemption [Text Block] | NOTE 6-Class 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 future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share. As of September 30, 2021, there were 15,065,000 shares of Class A ordinary shares outstanding that were subject to possible redemption and are classified outside of permanent equity in the unaudited condensed balance sheet. There were no Class A ordinary shares issued and outstanding at December 31, 2020. The Class A ordinary shares subject to possible redemption reflected on the unaudited condensed balance sheet is reconciled on the following table: Gross proceeds $ 150,650,000 Less: Class A ordinary shares issuance costs (8,865,685 ) Plus: Accretion of carrying value to redemption value 8,865,685 Class A ordinary shares subject to possible redemption $ 150,650,000 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7-Shareholders’ Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, provided one-for-one |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8-Fair The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Significant Investments in U.S. Treasury money market funds $ 150,654,723 — — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the three and nine months ended September 30, 2021. Level 1 instruments include investments in money market funds that invest in U.S. Treasury securities with an original maturity of 185 days or less. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9-Subsequent The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the restatement discussed in Note 2, |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K Rest atement of ( restated In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate 10-S99, Public Shares ordinary statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s the Company’s Form 10-Qs The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows and net income (loss). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 141,633,111 $ 9,016,889 $ 150,650,000 Class A ordinary shares $ 140 $ (90 ) $ 50 Additional paid-in $ 5,188,687 $ (5,188,687 ) $ — Accumulated deficit $ (189,202 ) $ (3,828,112 ) $ (4,017,314 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (9,016,889 ) $ (4,016,887 ) Shares of Class A ordinary shares subject to possible redemption 14,163,311 901,689 15,065,000 Shares of Class A non-redeemable 1,402,989 (901,689 ) 501,300 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 141,766,820 $ (141,766,820 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (133,709 ) $ 133,709 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 141,420,490 $ 9,229,510 $ 150,650,000 Class A ordinary shares $ 142 $ (92 ) $ 50 Additional paid-in $ 5,401,305 $ (5,401,305 ) $ — Accumulated defici t $ (401,820 ) $ (3,828,113 ) $ (4,229,933 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (9,229,510 ) $ (4,229,506 ) Shares of Class A ordinary shares subject to possible redemption 14,142,049 922,951 15,065,000 Shares of Class A non-redeemable 1,424,251 (922,951 ) 501,300 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 141,766,820 $ (141,766,820 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (346,330 ) $ 346,330 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Restated For the three months ended March 31, 2021 (unaudited) Net loss $ (164,380 ) $ — $ (164,380 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 (7,973,686 ) 7,091,314 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.02 ) $ (0.02 ) Weighted average shares outstanding - Class B ordinary shares 3,727,162 (228,370 ) 3,498,792 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.04 ) $ 0.02 $ (0.02 ) For three months ended June 30, 2021 (unaudited) Net loss $ (212,618 ) $ — $ (212,618 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 501,300 15,566,300 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B ordinary shares 4,267,550 (501,300 ) 3,766,250 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.05 ) $ 0.04 $ (0.01 ) For the six months ended June 30, 2021 (unaudited) Net loss $ (376,998 ) $ — $ (376,998 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 (3,712,781 ) 11,352,219 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - Class B ordinary shares 3,998,849 — 3,633,260 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.09 ) $ 0.06 $ (0.03 ) |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of September 30, 2021, and December 31, 2020, the Company had 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 September 30, 2021, and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriter fees and other costs incurred that were directly related to the Initial Public Offering and that are charged against the Class A ordinary shares subject to possible redemption carrying value upon the completion of the Initial Public Offering. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current |
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 sold in the Initial Public Offering 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 September 30, 2021, 15,065,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. paid-in |
Income Taxes | Income Taxes FASB ASC Topic 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 September 30, 2021, and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 loss per ordinary shares | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (173,778 ) $ (42,045 ) $ (460,275 ) $ (132,546 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 15,566,300 3,766,250 12,772,349 3,678,077 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.04 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards No. 2020-06, Debt-Debt with Conversion and Other Options ( 470-20 ) and Derivatives and Hedging-Contracts in Entity’s Own Equity ( 815-40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 2020-06”), The 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of earnings per share basic and diluted | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (173,778 ) $ (42,045 ) $ (460,275 ) $ (132,546 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 15,566,300 3,766,250 12,772,349 3,678,077 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.04 ) |
Schedule of impact of restatement on financial statements | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 141,633,111 $ 9,016,889 $ 150,650,000 Class A ordinary shares $ 140 $ (90 ) $ 50 Additional paid-in $ 5,188,687 $ (5,188,687 ) $ — Accumulated deficit $ (189,202 ) $ (3,828,112 ) $ (4,017,314 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (9,016,889 ) $ (4,016,887 ) Shares of Class A ordinary shares subject to possible redemption 14,163,311 901,689 15,065,000 Shares of Class A non-redeemable 1,402,989 (901,689 ) 501,300 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 141,766,820 $ (141,766,820 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (133,709 ) $ 133,709 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 141,420,490 $ 9,229,510 $ 150,650,000 Class A ordinary shares $ 142 $ (92 ) $ 50 Additional paid-in $ 5,401,305 $ (5,401,305 ) $ — Accumulated defici t $ (401,820 ) $ (3,828,113 ) $ (4,229,933 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (9,229,510 ) $ (4,229,506 ) Shares of Class A ordinary shares subject to possible redemption 14,142,049 922,951 15,065,000 Shares of Class A non-redeemable 1,424,251 (922,951 ) 501,300 The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 141,766,820 $ (141,766,820 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (346,330 ) $ 346,330 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Restated For the three months ended March 31, 2021 (unaudited) Net loss $ (164,380 ) $ — $ (164,380 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 (7,973,686 ) 7,091,314 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.02 ) $ (0.02 ) Weighted average shares outstanding - Class B ordinary shares 3,727,162 (228,370 ) 3,498,792 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.04 ) $ 0.02 $ (0.02 ) For three months ended June 30, 2021 (unaudited) Net loss $ (212,618 ) $ — $ (212,618 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 501,300 15,566,300 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B ordinary shares 4,267,550 (501,300 ) 3,766,250 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.05 ) $ 0.04 $ (0.01 ) For the six months ended June 30, 2021 (unaudited) Net loss $ (376,998 ) $ — $ (376,998 ) Weighted average shares outstanding - Class A ordinary shares 15,065,000 (3,712,781 ) 11,352,219 Basic and diluted earnings per ordinary share - Class A ordinary shares $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - Class B ordinary shares 3,998,849 — 3,633,260 Basic and diluted earnings per ordinary shares - Class B ordinary shares $ (0.09 ) $ 0.06 $ (0.03 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of class A ordinary shares subject to possible redemption | The Class A ordinary shares subject to possible redemption reflected on the unaudited condensed balance sheet is reconciled on the following table: Gross proceeds $ 150,650,000 Less: Class A ordinary shares issuance costs (8,865,685 ) Plus: Accretion of carrying value to redemption value 8,865,685 Class A ordinary shares subject to possible redemption $ 150,650,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Significant Investments in U.S. Treasury money market funds $ 150,654,723 — — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Feb. 19, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Sale of stock issue price per share | $ 10 | ||||
Proceeds From Initial Public Offering | $ 150,650,000 | ||||
Restricted investments maturity | 185 days | ||||
Threshold percentage on fair market value of net assets held in Trust Account for business combination | 80.00% | ||||
Threshold percentage on purchase of outstanding voting shares for business combination | 50.00% | ||||
Common stock redemption price per share | $ 10 | ||||
Net tangible assets required for business combination | $ 5,000,001 | ||||
Minimum interest on trust deposits eligible to pay dissolution expenses | 100,000 | ||||
Working capital | 617,654 | $ 58,175 | |||
Stock issued during the period value for services | $ 5,013,000 | ||||
Working Capital Loan | 0 | ||||
Sponsor | |||||
Stock issued during the period value for services | 25,000 | ||||
Related Party Loan | Sponsor | |||||
Proceeds from related party notes | 100,000 | ||||
Liquidity and Capital Resources | |||||
Cash at bank | 618,000 | ||||
Working capital | $ 823,000,000,000 | ||||
IPO | |||||
Stock issued during period shares, new issues | 15,065,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Maximum percentage of shares redeemed without prior consent from company | 15.00% | ||||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | ||||
Over-Allotment Option | |||||
Stock issued during period shares, new issues | 1,965,000 | 1,965,000 | |||
Private Placement | |||||
Number of warrants issued | 501,300 | 501,300 | |||
Exercise price of warrants | $ 10 | $ 10 | |||
Proceeds from issuance of warrants | $ 5,000,000 | $ 5,000,000 | |||
Class A Common Stock And Public Warrants | IPO | |||||
Stock issued during period shares, new issues | 15,065,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds From Initial Public Offering | $ 150,700,000 | ||||
Deferred offering costs associated with the initial public offering | 8,900,000 | ||||
Deferred underwriting commissions non curren | $ 5,300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Federal Deposit Insurance Corporation coverage limit | $ 250,000 | |
Cash equivalents, at carrying value | $ 0 | $ 0 |
Restricted investments maturity | 185 days | |
Unrecognized tax benefits income tax penalties and interest accrued | $ 0 | 0 |
Unrecognized tax benefits | 0 | $ 0 |
Minimum Net Worth Required for Compliance | 5,000,001 | |
Common Class A | ||
Temporary equity, accretion to redemption value | $ 15,065,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of impact of restatement on financial statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares subject to possible redemption | $ 150,650,000 | $ 150,650,000 | ||||
Additional paid-in capital | $ 24,623 | |||||
Accumulated deficit | (4,445,755) | (4,445,755) | (24,822) | |||
Total shareholders' equity (deficit) | (4,445,328) | $ (4,229,505) | $ (4,016,887) | $ (4,229,505) | (4,445,328) | 178 |
Net loss | (215,823) | (212,618) | (164,380) | (592,821) | ||
Previously Reported [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares subject to possible redemption | 141,420,490 | 141,633,111 | 141,420,490 | |||
Additional paid-in capital | 5,401,305 | 5,188,687 | 5,401,305 | |||
Accumulated deficit | (401,820,000) | (189,202) | (401,820,000) | |||
Total shareholders' equity (deficit) | 5,000,004 | 5,000,002 | 5,000,004 | |||
Initial value of Class A ordinary shares subject to possible redemption | 141,766,820 | 141,766,820 | ||||
Change in value of Class A ordinary shares subject to possible redemption | (133,709) | (346,330) | ||||
Net loss | (212,618) | (164,380) | (376,998) | |||
Revision of Prior Period, Adjustment [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares subject to possible redemption | 9,229,510 | 9,016,889 | 9,229,510 | |||
Additional paid-in capital | (5,401,305) | (5,188,687) | (5,401,305) | |||
Accumulated deficit | (3,828,113) | (3,828,112) | (3,828,113) | |||
Total shareholders' equity (deficit) | (9,229,510) | (9,016,889) | (9,229,510) | |||
Initial value of Class A ordinary shares subject to possible redemption | (141,766,820) | (141,766,820) | ||||
Change in value of Class A ordinary shares subject to possible redemption | 133,709 | 346,330 | ||||
Restated [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares subject to possible redemption | 150,650,000 | 150,650,000 | 150,650,000 | |||
Additional paid-in capital | 0 | 0 | ||||
Accumulated deficit | (4,229,933) | (4,017,314) | (4,229,933) | |||
Total shareholders' equity (deficit) | (4,229,506) | (4,016,887) | (4,229,506) | |||
Initial value of Class A ordinary shares subject to possible redemption | 0 | 0 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 0 | 0 | ||||
Net loss | $ (212,618) | $ (164,380) | $ (376,998) | |||
Class A nonredeemable ordinary shares [Member] | Previously Reported [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Temporary Equity, Shares Outstanding | 1,424,251 | 1,402,989 | 1,424,251 | |||
Class A nonredeemable ordinary shares [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Temporary Equity, Shares Outstanding | (922,951) | (901,689) | (922,951) | |||
Class A nonredeemable ordinary shares [Member] | Restated [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Temporary Equity, Shares Outstanding | 501,300 | 501,300 | 501,300 | |||
Common Class A [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares | 50 | 50 | ||||
Total shareholders' equity (deficit) | $ 50 | $ 50 | $ 50 | $ 50 | $ 50 | $ 0 |
Temporary Equity, Shares Outstanding | 15,065,000 | 15,065,000 | 0 | |||
Net loss | $ (173,778) | $ (460,275) | ||||
Weighted average shares outstanding | 15,566,300 | 12,772,349 | ||||
Basic and diluted earnings per ordinary share | $ (0.01) | $ (0.04) | ||||
Common Class A [Member] | Previously Reported [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares | $ 142 | $ 140 | $ 142 | |||
Temporary Equity, Shares Outstanding | 14,142,049 | 14,163,311 | 14,142,049 | |||
Weighted average shares outstanding | 15,065,000 | 15,065,000 | 15,065,000 | |||
Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares | $ (92) | $ (90) | $ (92) | |||
Temporary Equity, Shares Outstanding | 922,951 | 901,689 | 922,951 | |||
Weighted average shares outstanding | 501,300 | (7,973,686) | (3,712,781) | |||
Basic and diluted earnings per ordinary share | $ (0.01) | $ (0.02) | $ (0.03) | |||
Common Class A [Member] | Restated [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares | $ 50 | $ 50 | $ 50 | |||
Temporary Equity, Shares Outstanding | 15,065,000 | 15,065,000 | 15,065,000 | |||
Weighted average shares outstanding | 15,566,300 | 7,091,314 | 11,352,219 | |||
Basic and diluted earnings per ordinary share | $ (0.01) | $ (0.02) | $ (0.03) | |||
Common Class B [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares | $ 377 | $ 377 | $ 377 | |||
Total shareholders' equity (deficit) | 377 | $ 377 | $ 377 | $ 377 | 377 | $ 377 |
Net loss | $ (42,045) | $ (132,546) | ||||
Weighted average shares outstanding | 3,766,250 | 3,678,077 | ||||
Basic and diluted earnings per ordinary share | $ (0.01) | $ (0.04) | ||||
Common Class B [Member] | Previously Reported [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Weighted average shares outstanding | 4,267,550 | 3,727,162 | 3,998,849 | |||
Basic and diluted earnings per ordinary share | $ (0.05) | $ (0.04) | $ (0.09) | |||
Common Class B [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Weighted average shares outstanding | (501,300) | (228,370) | ||||
Basic and diluted earnings per ordinary share | $ 0.04 | $ 0.02 | $ 0.06 | |||
Common Class B [Member] | Restated [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Weighted average shares outstanding | 3,766,250 | 3,498,792 | 3,633,260 | |||
Basic and diluted earnings per ordinary share | $ (0.01) | $ (0.02) | $ (0.03) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies -Summary of Earnings Per Share Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Numerator: | ||||
Allocation of net loss | $ (215,823) | $ (212,618) | $ (164,380) | $ (592,821) |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (173,778) | $ (460,275) | ||
Denominator: | ||||
Basic and diluted weighted average ordinary shares outstanding | 15,566,300 | 12,772,349 | ||
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.04) | ||
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (42,045) | $ (132,546) | ||
Denominator: | ||||
Basic and diluted weighted average ordinary shares outstanding | 3,766,250 | 3,678,077 | ||
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.04) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Feb. 19, 2021 | Sep. 30, 2021 |
Sale of stock issue price per share | $ 10 | |
Gross proceeds from share issued | $ 150,700,000 | |
Offering costs | 8,900,000 | $ 3,481,111 |
Deferred underwriting commissions | $ 5,300,000 | $ 5,272,750 |
IPO | ||
Stock issued during period shares, new issues | 15,065,000 | |
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option | ||
Stock issued during period shares, new issues | 1,965,000 | 1,965,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Feb. 16, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Nov. 26, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Feb. 19, 2021 |
Related Party Transaction [Line Items] | |||||||||
Stock issued during the period value for services | $ 5,013,000 | ||||||||
Share price | $ 12 | ||||||||
Share transfer restriction threshold consecutive trading days | 20 days | ||||||||
Share transfer restriction threshold trading days | 30 days | ||||||||
Number of days for a particular event to get over for determining trading period | 150 days | ||||||||
Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share transfer restriction threshold trading days | 30 days | ||||||||
Number of warrants issued | 501,300 | 501,300 | |||||||
Exercise price of warrants | $ 10 | $ 10 | |||||||
Proceeds from issuance of warrants | $ 5,000,000 | $ 5,000,000 | |||||||
Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during the period value for services | 25,000 | ||||||||
Sponsor | Administrative Support Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amounts of transaction | $ 10,000 | ||||||||
Related party expense for administrative services | $ 30,000 | $ 80,000 | |||||||
Sponsor | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares forfeited | 491,250 | ||||||||
Percentage of common stock issued | 20.00% | ||||||||
Percentage of common stock outstanding | 20.00% | ||||||||
Number of shares no longer subject to forfeiture | 491,250 | ||||||||
Related Party Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrants | $ 10 | ||||||||
Debt face value | $ 300,000 | $ 100,000 | |||||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | ||||||||
Common Class B | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding | 3,766,250 | 3,766,250 | 3,766,250 | ||||||
Common stock, shares issued | 3,766,250 | 3,766,250 | 3,766,250 | ||||||
Common Class B | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during the period value for services | $ 25,000 | ||||||||
Stock issued during the period shares issued for shares | 4,312,500 | ||||||||
Common stock, no par value | $ 0.0001 | ||||||||
Consideration received | $ 0 | ||||||||
Shares surrendered | 862,500 | ||||||||
Common stock, shares outstanding | 3,766,250 | 3,450,000 | |||||||
Common Stock Dividends, Shares | 316,250 | ||||||||
Common stock, shares issued | 3,766,250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Feb. 19, 2021 | Sep. 30, 2021 |
Loss Contingencies [Line Items] | ||
UnderWriting discount per unit | $ 0.20 | |
Payments for Underwriting Expense | $ 3,000,000 | |
UnderWriting discount payable per unit | $ 0.35 | |
Deferred Underwriting Commissions Payable | $ 5,272,750 | |
Over-Allotment Option | ||
Loss Contingencies [Line Items] | ||
Underwriters Option Vesting Period | 45 days | |
Stock Issued During Period, Shares, New Issues | 1,965,000 | 1,965,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Common Class A [Member] - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Temporary Equity, Shares Authorized | 500,000,000 | |
Temporary Equity, Shares Issued | 15,065,000 | 0 |
Temporary Equity, Shares Outstanding | 15,065,000 | 0 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | Feb. 19, 2021 | Sep. 30, 2021 |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 150,650,000 | |
Class A ordinary shares issuance costs | $ (8,900,000) | (3,481,111) |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 150,650,000 | |
Class A ordinary shares issuance costs | (8,865,685) | |
Accretion of carrying value to redemption value | 8,865,685 | |
Class A ordinary shares subject to possible redemption | $ 150,650,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Percentage Of Common Stock Outstanding On Common Stock Conversion From One Class To Another | 20.00% | ||
Reclassifications of Temporary to Permanent Equity | $ 501,300 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 501,300 | 501,300 | 0 |
Common stock, shares outstanding | 501,300 | 501,300 | 0 |
Temporary Equity, Shares Outstanding | 15,065,000 | 15,065,000 | 0 |
Common stock description of voting rights | one-for-one | ||
Number Of Shares Outstanding | 15,566,300 | 15,566,300 | |
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,766,250 | 3,766,250 | 3,766,250 |
Common stock, shares outstanding | 3,766,250 | 3,766,250 | 3,766,250 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Detail) | Sep. 30, 2021USD ($) |
Quoted Prices in Active Markets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in U.S. Treasury money market funds | $ 150,654,723 |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in U.S. Treasury money market funds | |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in U.S. Treasury money market funds | $ 0 |