Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40119 | |
Entity Registrant Name | Ibere Pharmaceuticals | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1564986 | |
Entity Address, Address Line One | 2005 Market Street, Suite 2030 | |
Entity Address, City or Town | Philadelphia | |
Entity Address State Or Province | PA | |
Entity Address, Postal Zip Code | 19103 | |
City Area Code | 267 | |
Local Phone Number | 765-3222 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001835205 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | IBERU | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary share, $0.0001 par value | |
Trading Symbol | IBER | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 13,800,000 | |
Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share | |
Trading Symbol | IBERW | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,450,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 855,808 | $ 175,366 |
Prepaid expenses | 350,185 | |
Total Current Assets | 1,205,993 | 175,366 |
Deferred offering costs | 501,000 | |
Investments held in Trust Account | 138,008,715 | |
TOTAL ASSETS | 139,214,708 | 676,366 |
Current liabilities | ||
Accrued expenses | 209,136 | 2,218 |
Accrued offering costs | 485,907 | |
Promissory note - related party | 169,000 | |
Total Current Liabilities | 209,136 | 657,125 |
Deferred underwriting fee payable | 4,830,000 | |
Warrant liability | 9,084,300 | |
TOTAL LIABILITIES | 14,123,436 | 657,125 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption 13,800,000 and no shares at June 30, 2021 and December 31, 2020, respectively, at redemption value | 138,000,000 | |
Shareholders' Equity (Deficit) | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 24,655 | |
Accumulated deficit | (12,909,073) | (5,759) |
Total Shareholders' Equity (Deficit) | (12,908,728) | 19,241 |
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) | 139,214,708 | 676,366 |
Class B ordinary shares | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares | $ 345 | $ 345 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Feb. 25, 2021 | Dec. 31, 2020 |
Preference shares, par value (per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |
Preference shares, shares issued | 0 | 0 | |
Preference shares, shares outstanding | 0 | 0 | |
Ordinary shares outstanding, shares subject to possible redemption | 13,800,000 | ||
Class A ordinary shares | |||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 | |
Ordinary shares, shares issued | 0 | 0 | |
Ordinary shares, shares outstanding | 0 | 0 | |
Class B ordinary shares | |||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 30,000,000 | 30,000,000 | |
Ordinary shares, shares issued | 3,450,000 | 3,450,000 | |
Ordinary shares, shares outstanding | 3,450,000 | 3,450,000 | 3,450,000 |
Common stock subject to redemption | |||
Ordinary shares outstanding, shares subject to possible redemption | 13,800,000 | 0 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
CONDENSED STATEMENT OF OPERATIONS | ||
Operating and formation costs | $ 233,757 | $ 328,235 |
Loss from operations | (233,757) | (328,235) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 6,129 | 8,715 |
Interest income - bank | 176 | |
Unrealized loss on marketable securities held in Trust Account | (1,989) | |
Transaction costs allocable to warrant liabilities | (364,321) | |
Change in fair value of warrants | 117,350 | 165,700 |
Other income, net | 121,490 | (189,730) |
Net income (loss) | $ (112,267) | $ (517,965) |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption | 13,800,000 | 9,149,171 |
Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption | $ (0.01) | $ 0.35 |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 3,450,000 | 3,298,343 |
Basic and diluted net loss per share, Non-redeemable ordinary shares | $ (0.01) | $ (1.12) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A ordinary shares | Class B ordinary sharesOrdinary Shares | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 345 | $ 24,655 | $ (5,759) | $ 19,241 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 3,450,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Proceeds in excess of fair value of Private Placement Warrants | 967,000 | 967,000 | ||||
Accretion of Class A Ordinary shares subject to possible redemption | (991,655) | (12,385,349) | (13,377,004) | |||
Net loss | (405,698) | (405,698) | ||||
Balance at the end at Mar. 31, 2021 | $ 345 | (12,796,806) | (12,796,461) | |||
Balance at the end (in shares) at Mar. 31, 2021 | 3,450,000 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 345 | $ 24,655 | (5,759) | 19,241 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 3,450,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 3,163,924 | $ (3,681,889) | (517,965) | |||
Balance at the end at Jun. 30, 2021 | $ 345 | (12,909,073) | (12,908,728) | |||
Balance at the end (in shares) at Jun. 30, 2021 | 3,450,000 | |||||
Balance at the beginning at Mar. 31, 2021 | $ 345 | (12,796,806) | (12,796,461) | |||
Balance at the beginning (in shares) at Mar. 31, 2021 | 3,450,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (89,814) | $ (22,453) | (112,267) | (112,267) | ||
Balance at the end at Jun. 30, 2021 | $ 345 | $ (12,909,073) | $ (12,908,728) | |||
Balance at the end (in shares) at Jun. 30, 2021 | 3,450,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (517,965) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (8,715) |
Change in fair value of warrant liability | (165,700) |
Transaction costs incurred in connection with warrant liabilities | 364,321 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (350,185) |
Accrued expenses | 55,011 |
Net cash used in operating activities | (623,233) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (138,000,000) |
Net cash used in investing activities | (138,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 135,240,000 |
Proceeds from sale of Private Placement Warrants | 4,835,000 |
Proceeds from promissory note - related party | 31,159 |
Repayment of promissory note - related party | (200,159) |
Payment of offering costs | (602,325) |
Net cash provided by financing activities | 139,303,675 |
Net Change in Cash | 680,442 |
Cash - Beginning of period | 175,366 |
Cash - End of period | 855,808 |
Non-Cash investing and financing activities: | |
Offering costs included in accrued offering costs | 154,512 |
Offering costs charged to additional paid-in capital | 769,325 |
Initial value of warrants | 9,250,000 |
Common stock subject to redemption | 138,000,000 |
Deferred underwriting fee payable | $ 4,830,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Ibere Pharmaceuticals (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 22, 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 (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 2, 2021, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through March 2, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is 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 a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering became effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 13,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,835,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to PIPV Capital LLC (the “Sponsor”), generating gross proceeds of $4,835,000, which is described in Note 4. Transaction costs amounted to $8,359,325, consisting of $2,760,000 of underwriting fees, $4,830,000 of deferred underwriting fees and $769,325 of other offering costs. Following the closing of the Initial Public Offering on March 2, 2021, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrant. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other 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 containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 2, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has 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 acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. Going Concern and Liquidity As of June 30, 2021, the Company had $855,808 in its operating bank accounts, $138,008,715 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $996,857. As of June 30, 2021, approximately $8,715 of the amount on deposit in the Trust Account represented interest income, which is available for working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these condensed financial statements were issued. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Prior to the consummation of the IPO, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, and a $300,000 in note payable to the Sponsor. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds not held in the Trust Account of approximately $2.0 million. The Company fully repaid the note to the Sponsor in April 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, loan the Company Working Capital Loans (Note 5). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021, the Company has no borrowings under the Working Capital Loans. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statement, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021, as well as the Company’s Current Report on Form 8-K/A, as filed with the SEC on August 16, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of 180 days or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities 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 is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying Statements of Operations. The fair value for trading securities is determined using quoted market prices in active markets. Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the Balance Sheets because the warrants do not meet the criteria for classification within equity. Offering costs were allocated to the Ordinary Shares and Public Warrants and the amounts allocated to the Public Warrants were expensed immediately. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Warrants. At that time, the portion of the warrant liability related to the Warrants will be reclassified to additional paid-in capital. Fair Value Measurements ASC 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices 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. As of June 30, 2020 and December 31, 2020, the recorded values of cash, prepaid expenses, accrued expenses and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $8.4 million, consisted principally of underwriter discounts of $7.6 million (including $4.8 million of which payment is deferred) and approximately $769,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the Class A ordinary shares and the public warrants. Amounts allocated to the Class A ordinary shares were recognized as a reduction to the Class A ordinary shares carrying value and the amounts allocated to the public warrants were expensed immediately. 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. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021, 13,800,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s Balance Sheets. The Class A ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the ordinary shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, March 2, 2021, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the six months ended June 30, 2021, the Company recorded an accretion of $13,377,004, of which $991,655 was recorded in additional paid-in capital and $12,385,349 was recorded in accumulated deficit. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, Earnings Per Share The earnings per share presented in the condensed statement of operations is based on the following: For the three months ended June 30, 2021 For the six months ended June 30, 2021 Net Loss $ (112,267) $ (517,965) Accretion of temporary equity to redemption value — (13,377,004) Net loss including accretion of temporary equity to redemption value $ (112,267) $ (13,894,969) For the three months ended June 30, 2021 For the six months ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity (89,814) (22,453) (10,213,080) (3,681,889) Accretion of temporary equity to redemption value — — 13,377,004 — Allocation of Net income (loss) $ (89,814) $ (22,453) $ 3,163,924 $ (3,681,889) Denominator: Weighted-average shares outstanding 13,800,000 3,450,000 9,149,171 3,298,343 Basic and diluted net income (loss) per share $ (0.01) $ (0.01) $ 0.35 $ (1.12) In connection with the underwriters’ full exercise of the over-allotment option on March 2, 2021, 450,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. At June 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 our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Income Taxes FASB ASC 740, Income Taxes 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited financial statements. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06,” Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 13,800,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,835,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,835,000 from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The difference between the initial fair value of $0.80 per Private Placement Warrants (or $3,868,000) (see Note 10) and the purchase of $1.00 per Private Placement Warrants of $967,000 was recorded in additional paid-in capital. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 15, 2020, the Sponsor purchased 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. The Founder Shares included an aggregate of up to 450,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On February 25, 2021, the Company effected a share dividend of 575,000 Class B ordinary shares, resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on February 25, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative support. For the three and six months ended June 30, 2021 the Company incurred and paid $30,000 and $40,000 in fees for these services. Promissory Note — Related Party On November 15, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. The Company borrowed $200,159 under the Note, and fully repaid on April 16, 2021. Related Party Loans 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 directors and officers 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 proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has not entered into any related party loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities under the Securities Act. In addition, the holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,830,000 in the aggregate. 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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares outstanding outstanding Class B Ordinary Shares Prior to a Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering, plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, except that such conversion of Founder Shares will never occur on a less than one for one basis |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
WARRANTS | |
WARRANTS | NOTE 8. WARRANTS Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30-day redemption period”) to each warrant holder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At June 30, 2021, assets held in the Trust Account were comprised of $138,008,715 in money market funds which are invested primarily in U.S. Treasury Securities. Through June 30, 2021, the Company has not withdrawn any of interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 138,008,715 Liabilities: Warrant Liability – Public Warrants 1 5,313,000 Warrant Liability – Private Placement Warrants 3 3,771,300 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying June 30, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. Initial Measurement The Company established the initial fair value for the Warrants on March 2, 2021, the date of the Company’s Initial Public Offering, using a Monte-Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: March 2, 2021 (Initial Input Measurement) Risk-free interest rate 0.82 % Term in years 5.8 Expected volatility 14.0 % Exercise price $ 11.50 Stock Price $ 9.60 On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $0.80 and $0.78 per warrant for aggregate values of $3.87 million and $5.38 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants is as follows as of June 30, 2021: Input June 30, 2021 Risk-free interest rate 0.94 % Term in years 5.4 Expected volatility 13.61 % Exercise price $ 11.50 Stock Price $ 9.67 As of June 30, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $3.8 million and $5.3 million, respectively. The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 2, 2021 (IPO) as restated 3,868,000 5,382,000 9,250,000 Change in valuation inputs or other assumptions (96,700) (69,000) (165,700) Transfer to Level 1 — (5,313,000) (5,313,000) Fair value as of June 30, 2021 $ 3,771,300 $ — $ 3,771,300 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded. The transfers out of Level 3 of the fair value hierarchy into Level 1 totaled $5,313,000 for the three and six months ended June 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statement, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021, as well as the Company’s Current Report on Form 8-K/A, as filed with the SEC on August 16, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of 180 days or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities 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 is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying Statements of Operations. The fair value for trading securities is determined using quoted market prices in active markets. |
Warrant Liability | Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the Balance Sheets because the warrants do not meet the criteria for classification within equity. Offering costs were allocated to the Ordinary Shares and Public Warrants and the amounts allocated to the Public Warrants were expensed immediately. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Warrants. At that time, the portion of the warrant liability related to the Warrants will be reclassified to additional paid-in capital. |
Fair Value Measurement | Fair Value Measurements ASC 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices 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. As of June 30, 2020 and December 31, 2020, the recorded values of cash, prepaid expenses, accrued expenses and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs Associated With Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $8.4 million, consisted principally of underwriter discounts of $7.6 million (including $4.8 million of which payment is deferred) and approximately $769,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the Class A ordinary shares and the public warrants. Amounts allocated to the Class A ordinary shares were recognized as a reduction to the Class A ordinary shares carrying value and the amounts allocated to the public warrants were expensed immediately. |
Ordinary Shares Subject to Possible Redemption | 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. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021, 13,800,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s Balance Sheets. The Class A ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the ordinary shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, March 2, 2021, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the six months ended June 30, 2021, the Company recorded an accretion of $13,377,004, of which $991,655 was recorded in additional paid-in capital and $12,385,349 was recorded in accumulated deficit. |
Net income (loss) per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, Earnings Per Share The earnings per share presented in the condensed statement of operations is based on the following: For the three months ended June 30, 2021 For the six months ended June 30, 2021 Net Loss $ (112,267) $ (517,965) Accretion of temporary equity to redemption value — (13,377,004) Net loss including accretion of temporary equity to redemption value $ (112,267) $ (13,894,969) For the three months ended June 30, 2021 For the six months ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity (89,814) (22,453) (10,213,080) (3,681,889) Accretion of temporary equity to redemption value — — 13,377,004 — Allocation of Net income (loss) $ (89,814) $ (22,453) $ 3,163,924 $ (3,681,889) Denominator: Weighted-average shares outstanding 13,800,000 3,450,000 9,149,171 3,298,343 Basic and diluted net income (loss) per share $ (0.01) $ (0.01) $ 0.35 $ (1.12) In connection with the underwriters’ full exercise of the over-allotment option on March 2, 2021, 450,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. At June 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 our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Income Taxes | Income Taxes FASB ASC 740, Income Taxes 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. |
Risk and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited financial statements. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06,” Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | For the three months ended June 30, 2021 For the six months ended June 30, 2021 Net Loss $ (112,267) $ (517,965) Accretion of temporary equity to redemption value — (13,377,004) Net loss including accretion of temporary equity to redemption value $ (112,267) $ (13,894,969) For the three months ended June 30, 2021 For the six months ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity (89,814) (22,453) (10,213,080) (3,681,889) Accretion of temporary equity to redemption value — — 13,377,004 — Allocation of Net income (loss) $ (89,814) $ (22,453) $ 3,163,924 $ (3,681,889) Denominator: Weighted-average shares outstanding 13,800,000 3,450,000 9,149,171 3,298,343 Basic and diluted net income (loss) per share $ (0.01) $ (0.01) $ 0.35 $ (1.12) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets and liabilities are measured at fair value on recurring basis | Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 138,008,715 Liabilities: Warrant Liability – Public Warrants 1 5,313,000 Warrant Liability – Private Placement Warrants 3 3,771,300 |
Schedule of Private Placement Warrants | The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: March 2, 2021 (Initial Input Measurement) Risk-free interest rate 0.82 % Term in years 5.8 Expected volatility 14.0 % Exercise price $ 11.50 Stock Price $ 9.60 The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants is as follows as of June 30, 2021: Input June 30, 2021 Risk-free interest rate 0.94 % Term in years 5.4 Expected volatility 13.61 % Exercise price $ 11.50 Stock Price $ 9.67 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 2, 2021 (IPO) as restated 3,868,000 5,382,000 9,250,000 Change in valuation inputs or other assumptions (96,700) (69,000) (165,700) Transfer to Level 1 — (5,313,000) (5,313,000) Fair value as of June 30, 2021 $ 3,771,300 $ — $ 3,771,300 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Mar. 02, 2021USD ($)$ / sharesshares | Oct. 22, 2020 | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Oct. 31, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ 4,835,000 | ||||
Transaction Costs | 8,359,325 | ||||
Underwriting fees | 2,760,000 | ||||
Deferred underwriting fee payable | 4,830,000 | ||||
Other offering costs | 769,325 | ||||
Cash held outside the Trust Account | 855,808 | $ 175,366 | |||
Condition for future business combination number of businesses minimum | 1 | ||||
Payments for investment of cash in Trust Account | $ 138,000,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 15 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Securities held in Trust Account | $ 138,008,715 | ||||
Operating Bank Accounts | 855,808 | ||||
Working capital | 996,857 | ||||
Interest income deposit in the Trust Account | 8,715,000,000 | ||||
Working capital loans | 1,500,000 | ||||
Borrowings under working capital loans | $ 0 | ||||
Price per warrant (in Dollars per share) | $ / shares | $ 1 | ||||
Net proceeds not held in trust account | $ 2,000,000 | ||||
Contribution from sponsor | 25,000 | ||||
Proceeds from Related Party Debt | 31,159 | ||||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Price of warrant | $ / shares | $ 1 | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from Related Party Debt | $ 300,000 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 13,800,000 | 13,800,000 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance initial public offering | $ 138,000,000 | ||||
Transaction Costs | $ 8,400,000 | ||||
Deferred underwriting fee payable | 4,800,000 | ||||
Other offering costs | $ 769,000 | ||||
Payments for investment of cash in Trust Account | $ 138,000,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,835,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 4,835,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 1,800,000 | ||||
Purchase price, per unit | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 | |
Offering Costs Associated with the Initial Public Offering | |||
Offering costs | 8,359,325 | 8,359,325 | |
Deferred underwriter discounts | 4,830,000 | 4,830,000 | |
Professional, printing, filing, regulatory and other costs | $ 769,325 | $ 769,325 | |
Number of shares subject to redemption | 13,800,000 | 13,800,000 | |
Share Price | $ 10 | $ 10 | |
Redemption price per share | $ 10 | $ 10 | |
Accretion expense | $ 13,377,004 | ||
Unrecognized tax benefits | $ 0 | 0 | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 |
Class A public shares | |||
Offering Costs Associated with the Initial Public Offering | |||
Ratio of amount to be allocated | 80.00% | 74.00% | |
Non-redeemable shares | |||
Offering Costs Associated with the Initial Public Offering | |||
Ratio of amount to be allocated | 20.00% | 26.00% | |
Additional Paid-in Capital | |||
Offering Costs Associated with the Initial Public Offering | |||
Accretion expense | $ 991,655 | ||
Accumulated Deficit | |||
Offering Costs Associated with the Initial Public Offering | |||
Accretion expense | 12,385,349 | ||
Initial Public Offering | |||
Offering Costs Associated with the Initial Public Offering | |||
Offering costs | $ 8,400,000 | 8,400,000 | |
Underwriter discounts including amount deferred | 7,600,000 | 7,600,000 | |
Deferred underwriter discounts | 4,800,000 | 4,800,000 | |
Professional, printing, filing, regulatory and other costs | $ 769,000 | $ 769,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($) | Mar. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Net Loss | $ (112,267) | $ (405,698) | $ (517,965) | |
Allocation of Accretion of temporary equity to redemption value | (13,377,004) | |||
Net loss including accretion of temporary equity to redemption value | (112,267) | (13,894,969) | ||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | (112,267) | (13,894,969) | ||
Accretion of temporary equity to redemption value | 13,377,004 | |||
Net income (loss) | $ (112,267) | $ (405,698) | $ (517,965) | |
Denominator: | ||||
Weighted average shares outstanding | 3,450,000 | 3,298,343 | ||
Basic and diluted net income (loss) per share | $ (0.01) | $ (1.12) | ||
Class A ordinary shares | ||||
Net Loss | $ (89,814) | $ 3,163,924 | ||
Allocation of Accretion of temporary equity to redemption value | (13,377,004) | |||
Net loss including accretion of temporary equity to redemption value | (89,814) | (10,213,080) | ||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | (89,814) | (10,213,080) | ||
Accretion of temporary equity to redemption value | 13,377,004 | |||
Net income (loss) | $ (89,814) | $ 3,163,924 | ||
Denominator: | ||||
Weighted average shares outstanding | 13,800,000 | 9,149,171 | ||
Basic and diluted net income (loss) per share | $ (0.01) | $ 0.35 | ||
Class B ordinary shares | ||||
Net Loss | $ (22,453) | $ (3,681,889) | ||
Net loss including accretion of temporary equity to redemption value | (22,453) | (3,681,889) | ||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | (22,453) | (3,681,889) | ||
Net income (loss) | $ (22,453) | $ (3,681,889) | ||
Denominator: | ||||
Weighted average shares outstanding | 3,450,000 | 3,298,343 | ||
Basic and diluted net income (loss) per share | $ (0.01) | $ (1.12) | ||
Founder shares | Over-allotment option | ||||
Denominator: | ||||
Shares no longer subject to forfeiture | 450,000 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Mar. 02, 2021 | Jun. 30, 2021 | Oct. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 9.20 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 0.78 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 13,800,000 | 13,800,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 1,800,000 | ||
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Mar. 02, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 4,835,000 | ||
Exercise price of warrant | $ 9.20 | ||
Additional Paid in Capital | $ 24,655 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Change in fair value of warrant liabilities | $ 3,868,000 | ||
Price of warrants | $ 1 | ||
Exercise price of warrant | $ 0.80 | $ 0.80 | |
Additional Paid in Capital | $ 967,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 4,835,000 | ||
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 4,835,000 | ||
Private Placement | Private Placement Warrants | Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - (D
RELATED PARTY TRANSACTIONS - (Details) | Feb. 25, 2021USD ($)shares | Nov. 15, 2020USD ($)shares | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($)D$ / sharesshares | Apr. 16, 2021USD ($) | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | ||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | |||||
Office space and administrative support expenses | $ | $ 10,000 | |||||
Service fee | $ | $ 30,000 | $ 40,000 | ||||
Working capital loans | $ | $ 1,500,000 | |||||
Price per warrant (in Dollars per share) | $ / shares | $ 1 | |||||
Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, shares outstanding (in shares) | shares | 3,450,000 | 3,450,000 | 3,450,000 | |||
Sponsor | Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | shares | 2,875,000 | |||||
Consideration received, shares | shares | 25,000 | |||||
Share dividend | shares | 575,000 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Over-allotment option | Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | shares | 450,000 | |||||
Founder shares | Sponsor | Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | D | 150 | |||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ | $ 300,000 | |||||
Promissory note, outstanding | $ | $ 200,159 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
COMMITMENTS AND CONTINGENCIES | |
Deferred fee per unit | $ / shares | $ 0.35 |
Aggregate deferred underwriting fee payable | $ | $ 4,830,000 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
SHAREHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) | 6 Months Ended | ||
Jun. 30, 2021Vote$ / sharesshares | Feb. 25, 2021shares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||
Ordinary shares outstanding, shares subject to possible redemption | 13,800,000 | ||
Ratio to be applied to the stock in the conversion | 20 | ||
Class A ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 0 | 0 | |
Common shares, shares outstanding (in shares) | 0 | 0 | |
Class B ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 3,450,000 | 3,450,000 | |
Common shares, shares outstanding (in shares) | 3,450,000 | 3,450,000 | 3,450,000 |
Common stock subject to redemption | |||
Class of Stock [Line Items] | |||
Class A common stock subject to possible redemption, issued (in shares) | 13,800,000 | ||
Ordinary shares issued, shares subject to possible redemption | 13,800,000 | ||
Ordinary shares outstanding, shares subject to possible redemption | 13,800,000 | 0 |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended | |
Jun. 30, 2021D$ / shares | Mar. 02, 2021$ / shares | |
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 | |
Redemption period of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold trading days for calculating Market Value | D | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Exercise price of warrant | $ 9.20 | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 0.80 | $ 0.80 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 0.78 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Jun. 30, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 138,008,715 |
U.S. Treasury Securities | |
Assets: | |
Marketable securities held in Trust Account | 138,008,715 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | 138,008,715 |
Level 3 | Public Warrants | Recurring | |
Liabilities: | |
Warranty liability | 5,313,000 |
Level 3 | Private Placement Warrants | Recurring | |
Liabilities: | |
Warranty liability | $ 3,771,300 |
FAIR VALUE MEASUREMENTS - Binom
FAIR VALUE MEASUREMENTS - Binomial Lattice Simulation Model (Details) | Jun. 30, 2021 | Mar. 02, 2021 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.94 | 0.82 |
Term in years | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.4 | 5.8 |
Expected Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 13.61 | 14 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.67 | 9.60 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Recurring | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning | $ 0 |
Initial measurement on March 2, 2021 (IPO) as restated | 9,250,000 |
Change in valuation inputs or other assumptions | (165,700) |
Transfer to Level 1 | (5,313,000) |
Fair value, ending | 3,771,300 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning | 0 |
Initial measurement on March 2, 2021 (IPO) as restated | 5,382,000 |
Change in valuation inputs or other assumptions | (69,000) |
Transfer to Level 1 | (5,313,000) |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning | 0 |
Initial measurement on March 2, 2021 (IPO) as restated | 3,868,000 |
Change in valuation inputs or other assumptions | (96,700) |
Fair value, ending | $ 3,771,300 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 02, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | $ 138,008,715 | $ 138,008,715 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.20 | $ 9.20 | |
Fair value assets transferred into level 1 (out of) level 3 | $ 5,313,000 | $ 5,313,000 | |
Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.80 | $ 0.80 | $ 0.80 |
Warrants and Rights Outstanding | $ 3,800,000 | $ 3,800,000 | $ 3,870,000 |
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.78 | ||
Warrants and Rights Outstanding | 5,300,000 | 5,300,000 | $ 5,380,000 |
U.S. Treasury Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | $ 138,008,715 | $ 138,008,715 |