Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Thimble Point Acquisition Corp. | |
Entity Central Index Key | 0001835567 | |
Entity File Number | 001-39969 | |
Entity Tax Identification Number | 85-4103092 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 195 Church Street | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New Haven | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06510 | |
City Area Code | 203 | |
Local Phone Number | 680-8543 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 par value | |
Trading Symbol | THMA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | THMAU | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | THMAW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 770,653 | $ 0 |
Prepaid expenses | 233,323 | 0 |
Total Current Assets | 1,003,976 | 0 |
Deferred offering costs | 0 | 310,450 |
Marketable securities held in Trust Account | 276,023,886 | 0 |
TOTAL ASSETS | 277,027,862 | 310,450 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,869,069 | 1,650 |
Accrued offering costs | 0 | 240,450 |
Promissory note | 631,400 | 0 |
Promissory note — related party loan | 0 | 45,527 |
Total Current Liabilities | 3,500,469 | 287,627 |
Warrant liability | 13,502,666 | 0 |
Deferred underwriting fee payable | 9,660,000 | 0 |
TOTAL LIABILITIES | 26,663,135 | 287,627 |
Commitments (Note 6) | ||
Class A common stock subject to possible redemption 27,600,000 and 0 shares at September 30, 2021 (at redemption value of $10 per share) and December 31, 2020, respectively | 276,000,000 | 0 |
Stockholders' (Deficit) Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 0 | 24,310 |
Accumulated deficit | (25,635,963) | (2,177) |
Total Stockholders' (Deficit) Equity | (25,635,273) | 22,823 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | 277,027,862 | 310,450 |
Common Class A [Member] | ||
Current liabilities | ||
Class A common stock subject to possible redemption 27,600,000 and 0 shares at September 30, 2021 (at redemption value of $10 per share) and December 31, 2020, respectively | 0 | |
Stockholders' (Deficit) Equity | ||
Common stock, Value | 0 | |
Common Class B [Member] | ||
Stockholders' (Deficit) Equity | ||
Common stock, Value | 690 | 690 |
Total Stockholders' (Deficit) Equity | $ 690 | $ 690 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock subject to possible redemption | 27,600,000 | 0 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock subject to possible redemption | 27,600,000 | 0 |
Common stock per share | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, Issued | 27,600,000 | 0 |
Common stock, outstanding | 27,600,000 | 0 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Common Class B [Member] | ||
Common stock per share | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, Issued | 6,900,000 | 6,900,000 |
Common stock, outstanding | 6,900,000 | 6,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating and formation costs | $ 2,061,256 | $ 5,036,086 |
Loss from operations | (2,061,256) | (5,036,086) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 8,147 | 23,886 |
Change in fair value of warrant liability | 7,533,067 | 3,126,934 |
Change in fair value of promissory note | 357,000 | 368,600 |
Unrealized loss on marketable securities held in Trust Account | (4,595) | 0 |
Other income, net | 7,893,619 | 3,519,420 |
Net income (loss) | 5,832,363 | (1,516,666) |
Common Class A [Member] | ||
Other income (expense): | ||
Net income (loss) | $ 4,665,890 | $ (1,183,075) |
Basic and diluted weighted average shares outstanding | 27,600,000 | 24,061,538 |
Basic and diluted income (loss) per share | $ 0.17 | $ (0.05) |
Common Class B [Member] | ||
Other income (expense): | ||
Net income (loss) | $ 1,166,473 | $ (333,591) |
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,784,615 |
Basic and diluted income (loss) per share | $ 0.17 | $ (0.05) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Additional Paid-in Capital [member] | Accumulated Deficit [member] | Common Class A [Member] | Common Class B [Member] |
Beginning balance at Dec. 31, 2020 | $ 22,823 | $ 24,310 | $ (2,177) | $ 690 | |
Beginning balance, shares at Dec. 31, 2020 | 6,900,000 | ||||
Cash Placement Warrants | 1,654,400 | 1,654,400 | |||
Accretion for Class A common stock to redemption amount | 25,795,830 | (1,678,710) | (24,117,120) | ||
Net income (loss) | 1,915,204 | 1,915,204 | |||
Ending balance at Mar. 31, 2021 | $ (22,203,403) | 0 | (22,204,093) | $ 690 | |
Ending balance, shares at Mar. 31, 2021 | 6,900,000 | ||||
Beginning Balance Class A common stock subject to possible Redemption (Shares) at Dec. 31, 2020 | 0 | 0 | |||
Beginning Balance Class A Common Stock Subject to Possible Redemption (Value) at Dec. 31, 2020 | $ 0 | $ 0 | |||
Ending Balance Class A common stock subject to possible Redemption (Shares) at Mar. 31, 2021 | 0 | ||||
Ending Balance Class A common stock subject to possible Redemption (Value) at Mar. 31, 2021 | $ 0 | ||||
Beginning balance at Dec. 31, 2020 | 22,823 | 24,310 | (2,177) | $ 690 | |
Beginning balance, shares at Dec. 31, 2020 | 6,900,000 | ||||
Net income (loss) | (1,516,666) | $ (1,183,075) | $ (333,591) | ||
Ending balance at Sep. 30, 2021 | $ (25,635,273) | (25,635,963) | $ 690 | ||
Ending balance, shares at Sep. 30, 2021 | 6,900,000 | ||||
Beginning Balance Class A common stock subject to possible Redemption (Shares) at Dec. 31, 2020 | 0 | 0 | |||
Beginning Balance Class A Common Stock Subject to Possible Redemption (Value) at Dec. 31, 2020 | $ 0 | $ 0 | |||
Ending Balance Class A common stock subject to possible Redemption (Shares) at Sep. 30, 2021 | 27,600,000 | 27,600,000 | |||
Ending Balance Class A common stock subject to possible Redemption (Value) at Sep. 30, 2021 | $ 276,000,000 | ||||
Beginning balance at Mar. 31, 2021 | (22,203,403) | $ 0 | (22,204,093) | $ 690 | |
Beginning balance, shares at Mar. 31, 2021 | 6,900,000 | ||||
Net income (loss) | (9,264,233) | (9,264,233) | |||
Ending balance at Jun. 30, 2021 | (31,467,636) | (31,468,326) | $ 690 | ||
Ending balance, shares at Jun. 30, 2021 | 6,900,000 | ||||
Beginning Balance Class A common stock subject to possible Redemption (Shares) at Mar. 31, 2021 | 0 | ||||
Beginning Balance Class A Common Stock Subject to Possible Redemption (Value) at Mar. 31, 2021 | $ 0 | ||||
Ending Balance Class A common stock subject to possible Redemption (Shares) at Jun. 30, 2021 | 0 | ||||
Ending Balance Class A common stock subject to possible Redemption (Value) at Jun. 30, 2021 | $ 0 | ||||
Net income (loss) | 5,832,363 | 5,832,363 | $ 4,665,890 | $ 1,166,473 | |
Ending balance at Sep. 30, 2021 | $ (25,635,273) | $ (25,635,963) | $ 690 | ||
Ending balance, shares at Sep. 30, 2021 | 6,900,000 | ||||
Ending Balance Class A common stock subject to possible Redemption (Shares) at Sep. 30, 2021 | 27,600,000 | 27,600,000 | |||
Ending Balance Class A common stock subject to possible Redemption (Value) at Sep. 30, 2021 | $ 276,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
NetIncomeLoss | $ (1,516,666) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | (3,126,934) |
Interest earned on marketable securities held in Trust Account | (23,886) |
Transaction costs incurred in connection with the issuance of warrants | 619,676 |
Change in fair value of promissory note | (368,600) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (233,323) |
Accounts payable and accrued expenses | 2,867,419 |
Net cash used in operating activities | (1,782,314) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (276,000,000) |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 |
Proceeds from sale of Private Placement Warrants | 7,520,000 |
Repayment of promissory note – related party | (136,833) |
Proceeds from promissory note – related party | 1,000,000 |
Proceeds from promissory note – related party | 91,306 |
Payment of offering costs | (401,506) |
Net cash provided by financing activities | 278,552,967 |
Net Change in Cash | 770,653 |
Cash – Beginning of period | 0 |
Cash – End of period | 770,653 |
Non-Cash investing and financing activities: | |
Initial classification of common stock subject to possible redemption | 276,000,000 |
Deferred underwriting fee payable | $ 9,660,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Thimble Point Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 1, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 September 30, 2021, the Company had not yet commenced any operations. All activity for the period December 1, 2020 (inception) through September 30, 2021 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”) and, subsequent to the Initial Public Offering, the search for a target 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 On June 21, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Oz Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), and Pear Therapeutics, Inc., a Delaware corporation (“Pear”), pursuant to which Merger Sub is expected to merge with and into Pear, with Pear surviving the merger as a wholly-owned subsidiary of us (the “Merger”). The obligations of us, Merger Sub and Pear to consummate the Merger are subject to the satisfaction or waiver of certain closing conditions, which are further described in the Business Combination Agreement. In connection with the execution of the Business Combination Agreement, we entered into subscription agreements with certain parties subscribing for our Class A common shares (the “Subscribers” and such transactions, the “Subscriptions”), pursuant to which the Subscribers have agreed to purchase, and we have agreed to sell to the Subscribers, an aggregate of 10,280,000 of our Class A common shares, for a purchase price of $10.00 per share and an aggregate purchase price of $102.8 million. The Subscriptions are expected to close substantially concurrently with the closing of the Merger. The consummation of the Subscriptions is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Merger. The registration statement for the Company’s Initial Public Offering was declared effective on February 1, 2021. On February 4, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,013,333 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to LJ10 LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 4. Transaction costs amounted to $15,651,506, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $471,506 of other offering costs. Following the closing of the Initial Public Offering on February 4, 2021, an amount of $276,000,000 ($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 invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement to enter 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account, net of permitted withdrawals). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (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 stockholders’ rights or pre-initial The Company will have until February 4, 2023 (or until May 4, 2023 if the Company has executed a letter of intent, agreement in principle, or definitive agreement for a Business Combination by February 4, 2023) to complete a Business Combination (the “Combination Window”). If the Company is unable to complete a Business Combination within the Combination Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware 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 Window The Sponsor has agreed to waive its liquidation rights with respect to the Founder 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 (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Financial Condition We will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but may not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Report on Form 8-K, Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021 and as of the IPO date, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants $ (10,764,000 ) Class A common stock issuance costs $ (15,031,830 ) Plus: Accretion of carrying value to redemption value $ 25,795,830 Class A common stock subject to possible redemption $ 207,372,020 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Cox-Ross-Rubenstein Cox-Ross-Rubenstein Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to inc o Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ 4,665,890 $ 1,166,473 $ (1,183,075 ) $ (333,591 ) Denominator : Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 24,061,538 6,784,615 Basic and diluted net loss per common stock $ 0.17 $ 0.17 $ (0.05 ) $ (0.05 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ . The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial public offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-third |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,520,000 in the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 7, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On February 2, 2021, the Company effected a 1.2-to-1 as-converted The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on February 2, 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, to the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $80,000 of such fees. Promissory Note — Related Party On December 7, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest 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 $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On June 21, 2021, the Company issued an unsecured promissory note (the “2021 Note”) in the principal amount of $1,000,000 to the Sponsor. The Note is non-interest The Company assessed the provisions of the 2021 Note under ASC 815-15. “as-converted” For the 2021 Note, the assumptions used to value the promissory note using the fair value method were consistent with those utilized in the Company’s valuation for the Private Placement Warrants and are detailed below: September 30, Expected volatility (%) 15.8 % Risk-free interest rate (%) 0.94 % Expected dividend yield (%) 0.0 Conversion price $ 1.50 Underlying share price 9.94 Underlying value per private warrant $ 0.95 Convertible notes amount $ 1,000,000 Fair value of the conversion feature $ 631,400 Sponsor Agreement In connection with the execution of the Business Combination Agreement, the Sponsor, the Company’s directors and members of the Company’s team of advisors (the “Advisors”) (collectively, the “Sponsor Agreement Parties”) entered into a sponsor support agreement (the “Sponsor Agreement”) with the Company and Pear, pursuant to which the Sponsor Agreement Parties agreed to, among other things, (i) vote at any meeting of our shareholders all of their shares of Class A common stock and Class B common stock in favor of each Transaction Proposal (as defined in the Business Combination Agreement), (ii) be bound by certain other covenants and agreements related to the Merger and (iii) be bound by certain transfer restrictions with respect to such common stock, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. The Sponsor has also agreed, subject to certain exceptions, not to transfer 1,269,600 of the Company’s Class B Shares held by it and to have 922,453 of its Private Placement Warrants held in trust, in each case, until such securities are released under the Sponsor Agreement. Pursuant to the Sponsor Agreement, (i) 423,200 of such Class B shares and 307,485 of such Private Placement Warrants will be released upon the Company’s common stock achieving $12.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, (ii) 423,200 of such Class B shares and 307,484 of such Private Placement Warrants will be released upon the Company’s common stock achieving $15.00 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, and (iii) 423,200 of such Class B Shares and 307,484 of such Private Placement Warrants will be released upon the Company’s common stock achieving $17.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, in each case, during the Earn Out Period (as defined in the Sponsor Agreement). Any such Class B shares or Private Placement Warrants not vested prior to the fifth anniversary of the closing of the merger will be deemed to be forfeited. The Class B shares held by the Sponsor’s directors and Advisors will not be subject to vesting or forfeiture. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on February 1, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock 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) and holders of the forward purchase shares and the forward purchase warrants or their permitted transferees will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating 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 statement. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 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. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with an investor (the “Anchor Investor”), which provided for the purchase by the Anchor Investor of an aggregate of 5,000,000 units, with each unit consisting of one share of Class A common stock (the “forward purchase share”) and one-third In connection with the execution of the Business Combination Agreement, the Company entered into a First Amendment to Forward Purchase Agreement (the “Forward Purchase Agreement Amendment”) with the Anchor Investor, pursuant to which, effective as of immediately prior to the closing of the Merger, the Forward Purchase Agreement will be amended to (i) eliminate the sale of forward purchase warrants and (ii) instead provide exclusively for the sale of such number of Class A common shares equal to the sum of (x) 2,300,000 and (y) such additional Class A common shares as the Anchor Investor may elect to purchase up to the lesser of (A) the number of Class A common shares redeemed by the Company’s public stockholders and (B) 2,700,000, in each case, for a purchase price of $10.00 per share (such purchase and sale of the Company’s Class A common shares, the “Forward Purchase”). The Class A common shares to be issued pursuant to the Forward Purchase have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 7. STOCKHOLDER’S EQUITY Preferred Stock Class A Common Stock Class B Common Stock — Only holders of Class B common stock will have the right to vote on the election of directors prior to the completion of the Business Combination. In addition, prior to the completion of a Business Combination, holders of a majority of Class B common stock may remove a member of the board of directors for any reason. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder on a one-for-one as-converted |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock 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 common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. 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 from registration 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 reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00—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 a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the closing price of our Class A common stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The exercise price and number of Class A common stock 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 Class A common stock at a price below its exercise price. 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 shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable 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, |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $276,023,886 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 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 September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 276,023,886 Liabilities: Warrant Liability – Public Warrants 1 8,740,000 Warrant Liability – Private Placement Warrants 2 4,762,666 Convertible Promissory Note 3 631,400 The Warrants were accounted for as liabilities in accordance with ASC 815-40 As of February 4, 2021, the Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of February 4, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker THMAW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The key inputs into the binomial lattice model for the Warrants were as follows: September 30, Input Private Market price of public shares 9.94 Risk-free rate 0.94 % Dividend yield 0.00 % Volatility 15.8 % Exercise price 11.50 Effective expiration date 6/16/26 One-touch The following table presents the changes in the fair value of warrant liabilities as Level 3 measurements: Private Public Warrant Fair value as of January 1, 2021 $ — — — Initial measurement on February 4, 2021 5,865,600 10,764,000 16,629,600 Change in fair value 1,554,133 2,852,000 4,406,133 Transfers out of Level 3 to Level 1 — (13,616,000 ) (13,616,000 ) Transfers out of Level 3 to Level 2 (7,419,733 ) — (7,419,733 ) Fair value as of June $ — — — 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 fair value measurement during the nine months ended September 30, 2021 was $13,616,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the nine months ended September 30, 2021 was $7,419,733. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Report on Form 8-K, |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021 and as of the IPO date, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants $ (10,764,000 ) Class A common stock issuance costs $ (15,031,830 ) Plus: Accretion of carrying value to redemption value $ 25,795,830 Class A common stock subject to possible redemption $ 207,372,020 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Cox-Ross-Rubenstein Cox-Ross-Rubenstein |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to inc o |
Net Loss Per Common Share | Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ 4,665,890 $ 1,166,473 $ (1,183,075 ) $ (333,591 ) Denominator : Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 24,061,538 6,784,615 Basic and diluted net loss per common stock $ 0.17 $ 0.17 $ (0.05 ) $ (0.05 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ . The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Class A Common Stock Subject to Possible Redemption | At September 30, 2021 and as of the IPO date, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants $ (10,764,000 ) Class A common stock issuance costs $ (15,031,830 ) Plus: Accretion of carrying value to redemption value $ 25,795,830 Class A common stock subject to possible redemption $ 207,372,020 |
Summary Of Basic And Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ 4,665,890 $ 1,166,473 $ (1,183,075 ) $ (333,591 ) Denominator : Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 24,061,538 6,784,615 Basic and diluted net loss per common stock $ 0.17 $ 0.17 $ (0.05 ) $ (0.05 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |
Schedule Of Quantitative Information Regarding Fair Value Measurements of Promissory Note | The key inputs into the binomial lattice model for the Warrants were as follows: September 30, Input Private Market price of public shares 9.94 Risk-free rate 0.94 % Dividend yield 0.00 % Volatility 15.8 % Exercise price 11.50 Effective expiration date 6/16/26 One-touch |
Two Thousand And Twenty One Convertible Unsecured Promissory Note [Member] | |
Related Party Transaction [Line Items] | |
Schedule Of Quantitative Information Regarding Fair Value Measurements of Promissory Note | September 30, Expected volatility (%) 15.8 % Risk-free interest rate (%) 0.94 % Expected dividend yield (%) 0.0 Conversion price $ 1.50 Underlying share price 9.94 Underlying value per private warrant $ 0.95 Convertible notes amount $ 1,000,000 Fair value of the conversion feature $ 631,400 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 276,023,886 Liabilities: Warrant Liability – Public Warrants 1 8,740,000 Warrant Liability – Private Placement Warrants 2 4,762,666 Convertible Promissory Note 3 631,400 |
Schedule Of Quantitative Information Regarding Fair Value Measurements Convertible Portion of Debt | The key inputs into the binomial lattice model for the Warrants were as follows: September 30, Input Private Market price of public shares 9.94 Risk-free rate 0.94 % Dividend yield 0.00 % Volatility 15.8 % Exercise price 11.50 Effective expiration date 6/16/26 One-touch |
Summary of Changes in the Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities as Level 3 measurements: Private Public Warrant Fair value as of January 1, 2021 $ — — — Initial measurement on February 4, 2021 5,865,600 10,764,000 16,629,600 Change in fair value 1,554,133 2,852,000 4,406,133 Transfers out of Level 3 to Level 1 — (13,616,000 ) (13,616,000 ) Transfers out of Level 3 to Level 2 (7,419,733 ) — (7,419,733 ) Fair value as of June $ — — — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Jun. 21, 2021 | Feb. 04, 2021 | Sep. 30, 2021 |
Proceeds from issuance of IPO | $ 276,000,000 | ||
Proceeds from issuance of warrants | $ 7,520,000 | ||
Maturity days | 185 days | ||
Percentage of Net asset Held in the trust account | 80.00% | ||
Net tangible assets for consummation of a business combination | $ 5,000,001 | ||
Percenatge of shares | 15.00% | ||
Public share redeemable percentage | 100.00% | ||
Dissolution expense interest | $ 100,000 | ||
Price per share | $ 10 | $ 10 | |
Oz Merger Sub, Inc [Member] | |||
Stock issued, purchase price | $ 10 | ||
Stock Issued During Period, Shares, Issued for Services | 10,280,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Stock Issued During Period, Value, Issued for Services | $ 102,800,000 | ||
Target Entity [Member] | |||
Percentage of voting interests acquired | 50.00% | ||
Private Placement Warrants [Member] | |||
Class of warrant or right, issued during the period | 5,013,333 | ||
Class of warrant or right, issue price | $ 1.50 | ||
Proceeds from issuance of warrants | $ 7,520,000 | ||
IPO [Member] | |||
Stock shares issued during the period shares | 27,600,000 | ||
Stock issued, purchase price | $ 10 | ||
Stock issuance costs | $ 15,651,506 | ||
Payments for underwriting expense | 5,520,000 | ||
Deferred underwriting fees | 9,660,000 | ||
Other offering costs. | $ 471,506 | ||
Proceeds from issuance initial public offering per unit | $ 10 | ||
Price per share | 10 | ||
Shares Issued, Price Per Share | $ 10 | ||
Over-Allotment Option [Member] | |||
Stock shares issued during the period shares | 3,600,000 | ||
Common Class A [Member] | |||
Price per share | $ 18 | ||
Common Class A [Member] | IPO [Member] | |||
Stock shares issued during the period shares | 27,600,000 | 276,000,000 | |
Stock issued, purchase price | $ 10 | ||
Proceeds from issuance of IPO | $ 276,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Stock shares issued during the period shares | 3,600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Cash with Federal Deposit Insurance Company | $ 250,000 | |||
Common stock subject to possible redemption | 27,600,000 | 0 | ||
Number of common stock into which the class of warrant or right converted | 14,213,333 | |||
Common Class A [Member] | ||||
Common stock subject to possible redemption | 27,600,000 | 0 | 0 | 0 |
Weighted average number diluted shares outstanding adjustment | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | Feb. 04, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Plus: | |||||
Class A common stock subject to possible redemption | 27,600,000 | 0 | |||
Common Class A [Member] | |||||
Plus: | |||||
Class A common stock subject to possible redemption | 27,600,000 | 0 | 0 | 0 | |
IPO [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | 27,600,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | 27,600,000 | 276,000,000 | |||
Less | |||||
Proceeds allocated to Public Warrants | $ (10,764,000) | ||||
Class A common stock issuance costs | (15,031,830) | ||||
Plus: | |||||
Accretion of carrying value to redemption value | $ 25,795,830 | ||||
Class A common stock subject to possible redemption | 207,372,020 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary Of Basic And Diluted Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Numerator: | ||||
Allocation of net loss, as adjusted | $ 5,832,363 | $ (9,264,233) | $ 1,915,204 | $ (1,516,666) |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 4,665,890 | $ (1,183,075) | ||
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 24,061,538 | ||
Basic and diluted net loss per common stock | $ 0.17 | $ (0.05) | ||
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 1,166,473 | $ (333,591) | ||
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,784,615 | ||
Basic and diluted net loss per common stock | $ 0.17 | $ (0.05) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Feb. 04, 2021 | Sep. 30, 2021 |
Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Conversion basis | Each Unit consists of one share of the Company’s Class A common stock and one-third of one redeemable warrant | |
Public Warrant [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Number of securities called by each warrant or right | 1 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Stock shares issued during the period shares | 27,600,000 | |
Stock issued, purchase price | $ 10 | |
IPO [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Stock shares issued during the period shares | 27,600,000 | 276,000,000 |
Stock issued, purchase price | $ 10 | |
IPO [Member] | Public Warrant [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Exercise price per share | $ 11.50 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Stock shares issued during the period shares | 3,600,000 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Stock shares issued during the period shares | 3,600,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Feb. 04, 2021 | Sep. 30, 2021 |
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | |
Private Placement Warrants [member] | ||
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | |
Sponsor [member] | Private Placement Warrants [member] | ||
Private placement warrants issued | 5,013,333 | |
Class of warrant or rights issue price per warrant | $ 1.50 | |
Proceeds from issuance of Private Placement Warrants | $ 7,520,000 | |
Private placement warrants, exercise price | $ 11.50 | |
Number of securities called by each warrant or right | 1 |
Related Party Transactions - Sc
Related Party Transactions - Schedule Of Quantitative Information Regarding Fair Value Measurements of Promissory Note (Detail) - Two Thousand And Twenty One Convertible Unsecured Promissory Note [Member] - Sponsor [Member] | Sep. 30, 2021USD ($)d | Jun. 21, 2021USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes amount | $ | $ 1,000,000 | $ 1,000,000 |
Fair value of the conversion feature (3) | $ | $ 631,400 | |
Measurement Input Expected Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 15.8 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0.94 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0 | |
Measurement Input, Conversion Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 1.50 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 9.94 | |
Measurement Input Value Per Private Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0.95 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 21, 2021USD ($)$ / shares | Feb. 04, 2021USD ($)$ / sharesshares | Feb. 02, 2021shares | Dec. 07, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | ||||||||||
Stock split effected | 0.012 | |||||||||
Price per share | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | ||||||
Repayment of promissory note – related party | $ | $ 136,833 | |||||||||
Share Price | $ / shares | $ 10 | $ 10 | 10 | $ 10 | ||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period shares | shares | 3,600,000 | |||||||||
Sponsor [member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued, Value | $ | $ 25,000 | |||||||||
Percentage of company's issued and outstanding shares after the Initial Public Offering Owned | 20.00% | |||||||||
Founder shares lock in period | 1 year | |||||||||
Sponsor [member] | Private Placement warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of Warrants held in trust | shares | 922,453 | |||||||||
Sponsor [member] | Common stock achieving Rupees Twelve Point Five [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ / shares | $ 12.50 | 12.50 | $ 12.50 | |||||||
Share Price | $ / shares | $ 12.50 | 12.50 | 12.50 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||
Number of trading days for determining share price | 30 days | |||||||||
Sponsor [member] | Common stock achieving Rupees Fifteen [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ / shares | $ 15 | 15 | 15 | |||||||
Share Price | $ / shares | $ 15 | 15 | 15 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||
Number of trading days for determining share price | 30 days | |||||||||
Sponsor [member] | Common stock achieving Rupees Fifteen [Member] | Private Placement warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of Warrants to be released | shares | 307,484 | |||||||||
Sponsor [member] | Common stock achieving Rupees Seventeen Point Five [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ / shares | $ 17.50 | 17.50 | 17.50 | |||||||
Share Price | $ / shares | $ 17.50 | $ 17.50 | $ 17.50 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||
Number of trading days for determining share price | 30 days | |||||||||
Sponsor [member] | Common stock achieving Rupees Seventeen Point Five [Member] | Private Placement warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of Warrants to be released | shares | 307,484 | |||||||||
Sponsor [member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Unsecured promissory note (the "Promissory Note"), Face amount | $ | 300,000 | |||||||||
Repayment of promissory note – related party | $ | $ 136,833 | |||||||||
Debt instrument face value | $ | $ 300,000 | |||||||||
Sponsor [member] | Office space secretarial and administrative services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction amounts of transaction | $ | $ 10,000 | |||||||||
Expense paid to Sponsor | $ | $ 30,000 | $ 80,000 | ||||||||
Sponsor [member] | Two Thousand And Twenty One Convertible Unsecured Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Unsecured promissory note (the "Promissory Note"), Face amount | $ | 1,000,000 | $ 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Working Capital Loans, Conversion price | $ / shares | $ 1.50 | |||||||||
Debt instrument face value | $ | 1,000,000 | $ 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Debt instrument convertible in to private warrants | $ | $ 1,000,000 | |||||||||
Debt instrument conversion price per share | $ / shares | $ / shares | $ 1.50 | |||||||||
Convertible Debt, Fair Value Disclosures | $ | 631,400 | 631,400 | 631,400 | |||||||
Notes Payable | $ | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Founder shares outstanding | shares | 0 | |||||||||
Working Capital Loans [Member] | Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working Capital Loans, Convertible amount | $ | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Working Capital Loans, Conversion price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | |||||||
Debt instrument conversion price per share | $ / shares | $ / shares | 1.50 | 1.50 | 1.50 | |||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Founder shares issued | shares | 6,900,000 | |||||||||
Founder shares outstanding | shares | 6,900,000 | |||||||||
Founder Shares [Member] | Sponsor [member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Founder shares outstanding | shares | 900,000 | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ / shares | 18 | 18 | 18 | |||||||
Share Price | $ / shares | 18 | 18 | 18 | |||||||
Common Class A [Member] | Share Price Equals Or Exceeds [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ / shares | 12 | 12 | 12 | |||||||
Share Price | $ / shares | $ 12 | $ 12 | $ 12 | |||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period shares | shares | 3,600,000 | |||||||||
Common Class A [Member] | Sponsor [member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of consecutive trading days determining lock in period | 20 days | |||||||||
Number of trading days determining lock in period | 30 days | |||||||||
Threshold number of days determining lock in period | 120 days | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Founder shares outstanding | shares | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Common Class B [Member] | Sponsor [member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of Shares not to transfer | shares | 1,269,600 | |||||||||
Common Class B [Member] | Sponsor [member] | Common stock achieving Rupees Twelve Point Five [Member] | Private Placement warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares to be released | shares | 423,200 | |||||||||
Number of Warrants to be released | shares | 307,485 | |||||||||
Common Class B [Member] | Sponsor [member] | Common stock achieving Rupees Fifteen [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares to be released | shares | 423,200 | |||||||||
Common Class B [Member] | Sponsor [member] | Common stock achieving Rupees Seventeen Point Five [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares to be released | shares | 423,200 | |||||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period shares | shares | 5,750,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Deferred underwriting commission per unit | $ 0.35 | |
Deferred underwriting fee payable | $ 9,660,000 | $ 0 |
Common Class A [Member] | Amended Forward Contracts [Member] | ||
Loss Contingencies [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 2,300,000 | |
Common Class A [Member] | Anchor Investor [Member] | Amended Forward Contracts [Member] | ||
Loss Contingencies [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 2,700,000 | |
Sale of Stock, Price Per Share | $ 10 | |
Common Class B [Member] | Anchor Investor [Member] | Forward Contracts [Member] | ||
Loss Contingencies [Line Items] | ||
Stock shares issued during the period shares | 0 | |
Class A Common Stock And Redeemable Warrant [Member] | Anchor Investor [Member] | Forward Contracts [Member] | ||
Loss Contingencies [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 | |
Stock issued, exercise price | $ 11.50 | |
Stock issued, purchase price | $ 10 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | Feb. 04, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Stock holders Equity Note [Line Items] | |||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
IPO [Member] | |||
Stock holders Equity Note [Line Items] | |||
Percentage of number of shares of common stock outstanding | 20.00% | ||
Common Class A [Member] | |||
Stock holders Equity Note [Line Items] | |||
Common stock, authorized | 200,000,000 | 200,000,000 | |
Common stock per share | $ 0.0001 | $ 0.0001 | |
Common stock, Voting rights | one | ||
Common stock, Issued | 27,600,000 | 0 | |
Common stock, outstanding | 27,600,000 | 0 | |
Common stock, Conversion basis | Each Unit consists of one share of the Company’s Class A common stock and one-third of one redeemable warrant | ||
Common Class B [Member] | |||
Stock holders Equity Note [Line Items] | |||
Common stock, authorized | 20,000,000 | 20,000,000 | |
Common stock per share | $ 0.0001 | $ 0.0001 | |
Common stock, Voting rights | one | ||
Common stock, Issued | 6,900,000 | 6,900,000 | |
Common stock, outstanding | 6,900,000 | 6,900,000 | |
Common stock, Conversion basis | on a one-for-one basis | one |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Feb. 04, 2021 | |
Warrants [Line Items] | ||
Share Price | $ 10 | $ 10 |
Number of consecutive trading days for determining share price | 20 days | |
Percentage of capital raised for business combination to total equity proceeds | 60.00% | |
Public Warrants [Member] | ||
Warrants [Line Items] | ||
Public Warrants exercisable, Terms | 30 days | |
Warrants exercisable term from the closing of IPO | 12 months | |
Number of warrants or rights outstanding | 5 years | |
Warrant exercisable for cash or on a cashless basis | 0 | |
Minimum lock In period For SEC Registration From Date Of Business Combination | 15 days | |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days | |
Class of warrants, redemption price per unit | $ 0.01 | |
Private Placement Warrants [member] | ||
Warrants [Line Items] | ||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |
Share price more than or equals to 18 USD [Member] | ||
Warrants [Line Items] | ||
Class of warrants, redemption notice period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Share price more than or equals to 18 USD [Member] | Public Warrants [Member] | ||
Warrants [Line Items] | ||
Share Price | $ 18 | |
Share price less than or equals to 18 USD [Member] | ||
Warrants [Line Items] | ||
Share Price | 18 | |
Class of warrants, redemption price per unit | $ 0.10 | |
Class of warrants, redemption notice period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Class of warrants, exercise price adjustment percentage | 180.00% | |
Share price less than or equals to 9.20 USD [Member] | ||
Warrants [Line Items] | ||
Share Price | $ 9.20 | |
Class of warrants, exercise price adjustment percentage | 115.00% | |
Common Class A [Member] | ||
Warrants [Line Items] | ||
Share Price | $ 18 | |
Common Class A [Member] | Share price more than or equals to 18 USD [Member] | ||
Warrants [Line Items] | ||
Share Price | 18 | |
Common Class A [Member] | Share price less than or equals to 18 USD [Member] | ||
Warrants [Line Items] | ||
Share Price | 10 | |
Common Class A [Member] | Share price less than or equals to 9.20 USD [Member] | ||
Warrants [Line Items] | ||
Share Price | $ 9.20 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] | Sep. 30, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 276,023,886 |
Liabilities: | |
Warrant Liability – Public Warrants | 8,740,000 |
Level 2 [Member] | |
Liabilities: | |
Warrant Liability – Private Placement Warrants | 4,762,666 |
Level 3 [Member] | |
Liabilities: | |
Convertible Promissory Note | $ 631,400 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Assets held in the Trust Account | $ 276,023,886 | $ 0 |
Proceeds From Interest Received | 0 | |
Public [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 to level 1 | 13,616,000 | |
Private Placement [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 to level 1 | $ 7,419,733 |
Fair Value Measurements - Sche
Fair Value Measurements - Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Private Placement [Member] | Sep. 30, 2021d |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Effective expiration date | Jun. 16, 2026 |
Measurement Input Market Price of Public Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants | 9.94 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants | 0.94 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants | 0 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants | 15.8 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants | 11.50 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in the Fair Value of Warrant Liabilities (Detail) - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Private Placement [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfers out of Levels | $ 7,419,733 | |
Public [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfers out of Levels | 13,616,000 | |
Fair Value, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of January 1, 2021 | $ 0 | 0 |
Initial measurement on February 4, 2021 | 16,629,600 | |
Change in fair value | 4,406,133 | |
Fair value as of June 30, 2021 | 0 | |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfers out of Levels | (13,616,000) | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfers out of Levels | (7,419,733) | |
Fair Value, Recurring [Member] | Private Placement [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of January 1, 2021 | 0 | 0 |
Initial measurement on February 4, 2021 | 5,865,600 | |
Change in fair value | 1,554,133 | |
Fair value as of June 30, 2021 | 0 | |
Fair Value, Recurring [Member] | Private Placement [Member] | Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfers out of Levels | (7,419,733) | |
Fair Value, Recurring [Member] | Public [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of January 1, 2021 | 0 | $ 0 |
Initial measurement on February 4, 2021 | 10,764,000 | |
Change in fair value | 2,852,000 | |
Fair value as of June 30, 2021 | 0 | |
Fair Value, Recurring [Member] | Public [Member] | Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfers out of Levels | $ (13,616,000) |