Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | Warburg Pincus Capital Corp I-A | |
Entity Central Index Key | 0001836075 | |
Entity File Number | 001-40171 | |
Entity Tax Identification Number | 98-1572641 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Address, Address Line One | 450 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 878-0600 | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | WPCA | |
Security Exchange Name | NYSE | |
Entity Shell Company | true | |
Amendment Flag | false | |
Entity Ex Transition Period | false | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | WPCA.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | WPCA WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,342,178 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,085,544 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 1,813,110 | ||
Prepaid expenses | 874,176 | $ 11,758 | |
Total current assets | 2,687,286 | 11,758 | |
Deferred offering costs associated with proposed public offering | 81,600 | ||
Investments held in Trust Account | 250,000,869 | ||
Total Assets | 252,688,155 | 93,358 | |
Current liabilities: | |||
Accounts payable | 12,500 | ||
Accrued expenses | 344,965 | 81,600 | |
Total current liabilities | 357,465 | 81,600 | |
Derivative warrant liabilities | 10,643,330 | ||
Deferred underwriting commissions | 8,750,000 | ||
Total liabilities | 19,750,795 | 81,600 | |
Commitments and Contingencies | |||
Shareholders' Equity: | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020 | |||
Additional paid-in capital | 3,660,246 | 24,281 | |
Retained earnings (accumulated deficit) | 1,338,824 | (13,242) | |
Total shareholders' equity | 5,000,010 | 11,758 | |
Total Liabilities and Shareholders' Equity | 252,688,155 | 93,358 | |
Common Class A [Member] | |||
Current liabilities: | |||
Class A ordinary shares, $0.0001 par value; 22,793,735 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 227,937,350 | ||
Shareholders' Equity: | |||
Common stock, value | 221 | ||
Total shareholders' equity | 221 | ||
Common Class B [Member] | |||
Shareholders' Equity: | |||
Common stock, value | [1] | 719 | 719 |
Total shareholders' equity | $ 719 | $ 719 | |
[1] | This number includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,342,178 Units. On April 18, 2021, the Sponsor forfeited 101,956 Class B ordinary shares. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 22,793,735 | 0 |
Temporary equity, redemption price per Share | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 2,206,265 | 0 |
Common stock shares outstanding | 2,206,265 | 0 |
Common Class B [Member] | ||
Temporary equity shares outstanding | 937,500 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 7,187,500 | 7,187,500 |
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Number of shares forfeited during the period | 937,500 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
General and administrative expenses | $ 140,103 | |
General and administrative expenses - related party | 10,000 | |
Loss from operations | (150,103) | |
Change in fair value of derivative warrant liabilities | 1,860,000 | |
Offering costs associated with derivative warrant liabilities | (358,700) | |
Income from investments held in Trust Account | 869 | |
Net income | $ 1,352,066 | |
Common Class A [Member] | ||
Weighted average number of shares outstanding, basic and diluted | shares | 25,000,000 | |
Basic and diluted net income per share | $ / shares | $ 0 | |
Common Class B [Member] | ||
Weighted average number of shares outstanding, basic and diluted | shares | 6,250,000 | [1] |
Basic and diluted net income per share | $ / shares | $ 0.22 | |
[1] | This number excludes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,342,178 Units. On April 18, 2021, the Sponsor forfeited 101,956 Class B ordinary shares. |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) - shares | Apr. 18, 2021 | Apr. 16, 2021 | Mar. 31, 2021 |
Common Class B [Member] | |||
Number of shares forfeited during the period | 937,500 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||
Stock repurchased during period, shares | 3,342,178 | ||
Subsequent Event [Member] | Sponsor [Member] | Common Class B [Member] | |||
Number of shares forfeited during the period | 101,956 |
Condensed Statement of Changes
Condensed Statement of Changes In Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Common Class A [Member] | Common Class B [Member] | ||
Balance at Dec. 31, 2020 | $ 11,758 | $ 24,281 | $ (13,242) | $ 719 | |||
Balance, Shares at Dec. 31, 2020 | [1] | 7,187,500 | |||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, Shares | 25,000,000 | ||||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, Value | 243,950,000 | 243,947,500 | $ 2,500 | ||||
Excess cash received over the fair value of the private placement warrants | 1,546,670 | 1,546,670 | |||||
Offering costs | (13,923,134) | (13,923,134) | |||||
Class A ordinary shares subject to possible redemption, Shares | (22,793,735) | ||||||
Class A ordinary shares subject to possible redemption,Value | (227,937,350) | (227,935,071) | $ (2,279) | ||||
Net income | 1,352,066 | 1,352,066 | |||||
Balance at Mar. 31, 2021 | $ 5,000,010 | $ 3,660,246 | $ 1,338,824 | $ 221 | $ 719 | ||
Balance, Shares at Mar. 31, 2021 | 2,206,265 | 7,187,500 | [1] | ||||
[1] | This number includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,342,178 Units. On April 18, 2021, the Sponsor forfeited 101,956 Class B ordinary shares. |
Condensed Statement of Change_2
Condensed Statement of Changes In Shareholders' Equity (Parenthetical) - shares | Apr. 18, 2021 | Apr. 16, 2021 | Mar. 31, 2021 |
Common Class B [Member] | |||
Number of shares forfeited during the period | 937,500 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||
Stock repurchased during period, shares | 3,342,178 | ||
Subsequent Event [Member] | Sponsor [Member] | Common Class B [Member] | |||
Number of shares forfeited during the period | 101,956 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 1,352,066 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Income from investments held in Trust Account | (869) |
Change in fair value of derivative warrant liabilities | (1,860,000) |
Offering costs associated with derivative warrant liabilities | 358,700 |
General and administrative expenses paid by related party under promissory note | 3,053 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (862,419) |
Accounts payable | 12,500 |
Accrued expenses | 9,965 |
Net cash used in operating activities | (987,004) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (250,000,000) |
Net cash used in investing activities | (250,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (78,045) |
Proceeds received from initial public offering, gross | 250,000,000 |
Proceeds received from private placement | 8,000,000 |
Offering costs paid | (5,121,841) |
Net cash provided by financing activities | 252,800,114 |
Net increase in cash | 1,813,110 |
Cash - beginning of the period | |
Cash - end of the period | 1,813,110 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued expenses | 253,400 |
Offering costs paid by related party under promissory note | 74,992 |
Deferred underwriting commissions | 8,750,000 |
Initial value of Class A ordinary shares subject to possible redemption | 226,177,820 |
Change in value of Class A common shares subject to possible redemption | 1,759,530 |
Initial value of derivative warrant liabilities | $ 12,503,330 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Warburg Pincus Capital Corporation I—A (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 1, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of March 31, 2021, the Company had not yet commenced operations. All activity for the period from December 1, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Warburg Pincus Capital Corporation I—A Sponsor, L.P., a Cayman Islands exempted limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions (Note 5 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million (Note 4). On April 20, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 445,624 Private Placement Warrants (the “Over-Allotment Private Placement” and, together with the IPO Private Placement, the “Private Placements”), generating gross proceeds of approximately $668,000. The net proceeds from the IPO (including the Over-Allotment Units) together with certain of the proceeds from the Private Placements, approximately $283.4 million in the aggregate (the “Offering Proceeds”), were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share 5 4 Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5 Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.8 million in its operating bank account and working capital of approximately $2.3 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the 4 4 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period . The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 9, 2021 included in its Current Report on Form 8-K, Accounting Changes and Error Corrections paid-in . 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2021 and December 31, 2020, the Company ha d is Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 5,000,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,333,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust s re-measurement non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 22,793,735 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which 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 amounts accrued for interest and penalties as of March 31, 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 . There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement s Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss attributed to Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the period. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then participate in the earnings. As a result, diluted income per ordinary ordinary share for the period presented. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On March 9, 2021, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions. On April 16, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 3,342,178 Over-Allotment Units occurred on April 20, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately $33.4 million. Each Unit consists of one Class A ordinary share and one-fifth 6 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On December 9, 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 ordinary shares (the “Founder Shares”). In February 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. The Sponsor agreed to forfeit up to an aggregate of 937,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,342,178 Units and on April 18, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 101,956 Class B ordinary shares were subsequently forfeited by the Sponsor. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million. On April 20, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 445,624 Over-Allotment Private Placement Warrants, generating gross proceeds of approximately $668,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 9, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021 and December 31, 2020, the Company had Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three months ended March 31, 2021, the Company incurred expenses of $10,000 under this agreement. As of March 31, 2021 and December 31, 2020, the Company had accrued approximately $10,000 and $0, respectively, for services in connection with such agreement on the accompanying condensed balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 s s |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 6 — Shareholders’ Equity Preference Shares March 31, 2021 and December 31, 2020, there were Class A Ordinary Shares 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 2,206,265 and 0 Class A ordinary shares issued and outstanding, respectively, excluding 22,793,735 and 0 Class A ordinary shares subject to possible redemption, respectively. Class B Ordinary Shares per share. As of March 31, 2021 and December 31, 2020, there were 7,187,500 Class B ordinary shares issued and outstanding. Of the 7,187,500 Class B ordinary shares outstanding, up to 937,500 Class B ordinary shares are subject to forfeiture, to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 7—Warrants As of March 31, 2021 and December 31, 2020, the Company had 5,000,000 and 0 Public Warrants and 5,333,333 and 0 Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable, Redemption of Warrants When the Price Per Class A Ordinary Share Equals Or Exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of Warrants When the Price Per Class A Ordinary Share Equals Or Exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis. Description Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account - money market funds $ 250,000,869 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 5,150,000 Derivative warrant liabilities - Private placement warrants $ — $ — $ 5,493,330 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price was available, the fair value of the Public and Private Placement Warrants, issued in connection with the Public Offering, has been estimated using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ traded market price was used as the fair value. The estimated fair value of the Public and Private Placement Warrants, prior to Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public and Private Placement Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public and Private Placement Warrants, assuming one year to a Business Combination from the IPO date. Finally, the Company does not anticipate paying a dividend. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 9, March 31, 1 Exercise price $ 11.50 $ 11.50 Unit $ 10.07 $ 10.08 Volatility 17.0 % 14.5 % Term 6.0 5.9 Risk-free rate 1.03 % 1.15 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,503,330 Change in fair value of derivative warrant liabilities (1,860,000 ) Derivative warrant liabilities at March 31, 2021 $ 10,643,330 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events On April 20, 2021, the Company issued an additional 3,342,178 Units at a price of $10.00 per unit in connection with the underwriters’ partial exercise of their over-allotment option. As a result, the Sponsor forfeited 101,956 shares of Class B ordinary shares following the expiration of the unexercised portion of the On April 26, 202 1 The Company has evaluated subsequent events and transactions that occurred up to the date the |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period . The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 9, 2021 included in its Current Report on Form 8-K, Accounting Changes and Error Corrections paid-in . |
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2021 and December 31, 2020, the Company ha d is |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 5,000,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,333,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust s re-measurement non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 22,793,735 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which 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 amounts accrued for interest and penalties as of March 31, 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 . There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement s |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss attributed to Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the period. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then participate in the earnings. As a result, diluted income per ordinary ordinary share for the period presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 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 as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis. Description Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account - money market funds $ 250,000,869 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 5,150,000 Derivative warrant liabilities - Private placement warrants $ — $ — $ 5,493,330 |
Summary of fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 9, March 31, 1 Exercise price $ 11.50 $ 11.50 Unit $ 10.07 $ 10.08 Volatility 17.0 % 14.5 % Term 6.0 5.9 Risk-free rate 1.03 % 1.15 % |
Summary of change in the fair value of derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,503,330 Change in fair value of derivative warrant liabilities (1,860,000 ) Derivative warrant liabilities at March 31, 2021 $ 10,643,330 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Apr. 20, 2021 | Apr. 16, 2021 | Mar. 09, 2021 | Mar. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share Price | $ 10 | |||
Proceeds from issuance of IPO | $ 250,000,000 | |||
Deferred underwriting commissions | $ 8,750,000 | |||
Class of warrants and rights issued, price per warrant | $ 1.50 | |||
Proceeds from issuance of private placement | $ 8,000,000 | |||
Payment to acquire restricted investments | $ 250,000,000 | |||
Restricted investments term | 185 days | |||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | |||
Lock in period for redemption of public shares after closing of IPO | 24 months | |||
Dissolution expense | $ 100,000 | |||
Minimum share price of the residual assets remaining available for distribution | $ 10 | |||
Cash | $ 1,813,110 | |||
working capital (deficit) | $ 2,300,000 | |||
Sponsor [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Mimimum public share price due to reductions in the value of the trust assets less taxes payable. | $ 10 | |||
Proceeds from unsecured and non-interest bearing promissory note | $ 78,000 | |||
Due to related parties current | 0 | |||
Sponsor [Member] | Founder Shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Maximum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share Price | $ 10 | |||
Minimum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of fair market value of target business to asset held in trust account | 80.00% | |||
Percentage of voting interests acquired | 50.00% | |||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | |||
Private Placement Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants and rights issued during the period | 5,333,333 | |||
Class of warrants and rights issued, price per warrant | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of private placement | $ 8,000,000 | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Offering cost | $ 14,300,000 | |||
Deferred underwriting commissions | $ 8,800,000 | |||
Payment to acquire restricted investments | $ 283,400,000 | |||
Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from issuance of private placement | $ 668,000 | |||
Subsequent Event [Member] | Private Placement Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from issuance of private placement | $ 668,000 | |||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during period shares | 3,342,178 | |||
Share Price | $ 10 | $ 10 | ||
Proceeds from issuance of IPO | $ 33,400,000 | |||
Offering cost | $ 1,838,198 | |||
Subsequent Event [Member] | Over-Allotment Option [Member] | Founder Shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during period shares | 3,342,178 | 3,342,178 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants and rights issued during the period | 445,624 | |||
Proceeds from issuance of private placement | $ 668,436 | |||
Common Class A [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during period shares | 25,000,000 | |||
Common Class A [Member] | IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during period shares | 25,000,000 | |||
Share Price | $ 10 | |||
Proceeds from issuance of IPO | $ 250,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 09, 2021 | Dec. 31, 2020 | |
Additional paid-in capital | $ 3,660,246 | $ 24,281 | |
Retained earnings (accumulated deficit) | 1,338,824 | (13,242) | |
FDIC insured amount | 250,000 | ||
Cash equivalents | $ 0 | 0 | |
Restricted investments term | 185 days | ||
Unrecognized tax benefits | $ 0 | 0 | |
Accrued for interest and penalties | 0 | $ 0 | |
Dilutive Securities | $ 0 | ||
Warrant [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 10,333,333 | ||
Public Warrants [Member] | |||
Number of warrants or rights outstanding | 5,000,000 | 0 | |
Private Placement Warrants [Member] | |||
Number of warrants or rights outstanding | 5,333,333 | 0 | |
US Government Securities [Member] | |||
Restricted investments term | 185 days | ||
Maximum [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | |||
Warrants and rights outstanding | $ 12,500,000 | ||
Additional paid-in capital | 358,700 | ||
Retained earnings (accumulated deficit) | 358,700 | ||
Common Class A [Member] | |||
Temporary equity shares outstanding | 22,793,735 | 0 | |
Temporary equity, net income | $ 869 | ||
Common Class A [Member] | Minimum [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | |||
Redeemable noncontrolling interest, equity, carrying amount | $ 12,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Apr. 20, 2021 | Apr. 16, 2021 | Mar. 09, 2021 | Mar. 31, 2021 |
Share Price | $ 10 | |||
Proceeds from issuance of IPO | $ 250,000,000 | |||
Deferred underwriting commissions | $ 8,750,000 | |||
Public Warrants [Member] | ||||
Exercise price of warrant | $ 11.50 | |||
IPO [Member] | ||||
Offering cost | $ 14,300,000 | |||
Deferred underwriting commissions | $ 8,800,000 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Stock issued during period shares | 3,342,178 | |||
Share Price | $ 10 | $ 10 | ||
Proceeds from issuance of IPO | $ 33,400,000 | |||
Offering cost | $ 1,838,198 | |||
Common Class A [Member] | ||||
Stock issued during period shares | 25,000,000 | |||
Stock conversion basis | one-fifth of one redeemable warrant | |||
Exercise price of warrant | $ 10 | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Shares issuable per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock issued during period shares | 25,000,000 | |||
Share Price | $ 10 | |||
Proceeds from issuance of IPO | $ 250,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 20, 2021 | Apr. 18, 2021 | Apr. 16, 2021 | Mar. 09, 2021 | Dec. 09, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||
Class of warrants and rights issued, price per warrant | $ 1.50 | |||||||
Proceeds received from private placement | $ 8,000,000 | |||||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |||||||
Proceeds from related party debt | $ 78,000 | |||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||||
Espenses incurred for the period | 10,000 | |||||||
Administrative Services Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Espenses incurred for the period | 10,000 | |||||||
Accrued Expenses for services | $ 10,000 | $ 0 | ||||||
Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument conversion price | $ 1.50 | |||||||
Due to related parties current | $ 0 | $ 0 | ||||||
Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants and rights issued during the period | 5,333,333 | |||||||
Class of warrants and rights issued, price per warrant | $ 1.50 | $ 1.50 | ||||||
Proceeds received from private placement | $ 8,000,000 | |||||||
Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds received from private placement | $ 668,000 | |||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds received from private placement | $ 668,000 | |||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares | 3,342,178 | |||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants and rights issued during the period | 445,624 | |||||||
Proceeds received from private placement | $ 668,436 | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties current | 0 | |||||||
Sponsor [Member] | Office Space Administrative and Support Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts of transaction | $ 10,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, face amount | $ 300,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrant or right, number of securities called by warrants or rights | 1 | |||||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |||||||
Founder Shares [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, threshold percentage on conversion of shares | 20.00% | |||||||
Founder Shares [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares | 3,342,178 | 3,342,178 | ||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares forfeited during the period | 937,500 | |||||||
Independent Directors [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares | 35,000 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares forfeited during the period | 937,500 | |||||||
Temporary equity shares outstanding | 937,500 | |||||||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares forfeited during the period | 101,956 | |||||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||
Stock issued during period shares | 7,187,500 | |||||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Temporary equity shares outstanding | 101,956 | 101,956 | ||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares | 25,000,000 | |||||||
Temporary equity shares outstanding | 22,793,735 | 0 | ||||||
Exercise price of warrant | $ 10 | |||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exercise price of warrant | 11.50 | |||||||
Common Class A [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares | 25,000,000 | |||||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To $12 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share transfer, trigger price price per share | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days for determining share price | 30 days | |||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||||
Common Class A [Member] | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, threshold percentage on conversion of shares | 20.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount paid per unit | $ / shares | $ 0.20 |
Underwriting expense paid | $ | $ 5,000,000 |
Deferred underwriting commission per unit | $ / shares | $ 0.35 |
Deferred underwriting commissions | $ | $ 8,750,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 2,206,265 | 0 |
Common stock shares outstanding | 2,206,265 | 0 |
Temporary equity shares outstanding | 22,793,735 | 0 |
Stock conversion basis | one-fifth of one redeemable warrant | |
Common Class A [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, threshold percentage on conversion of shares | 20.00% | |
Stock conversion basis | one vote for each share | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 7,187,500 | 7,187,500 |
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Temporary equity shares outstanding | 937,500 | |
Percentage of ownership held by initial shareholders | 20.00% |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |
Share price | $ 10 | |
Share Price Equal or Less 9.20 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115.00% | |
Share Price Equal or Exceeds $18.00 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price | $ 18 | |
Class of warrants, redemption notice period | 30 days | |
Share Price Equal or Less $10.00 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price | $ 10 | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 10 | |
Class of warrants, redemption notice period | 10 days | |
Common stock, convertible, conversion price | $ 0.361 | |
Common Class A [Member] | Share Price Equal or Less 9.20 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | 9.20 | |
Share redemption trigger price | $ 9.20 | |
Minimum percentage gross proceeds required from issuance of equity | 60.00% | |
Class of warrant or right, minimum notice period for redemption | 20 days | |
Common Class A [Member] | Share Price Equal or Exceeds $18.00 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 18 | |
Class of warrants, redemption price per unit | $ 0.01 | |
Class of warrants, redemption notice period | 30 days | |
Share price | $ 18 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Common Class A [Member] | Share Price Equal or Less $10.00 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 10 | |
Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% | |
Class of warrants, redemption price per unit | $ 0.10 | |
Class of warrants, redemption notice period | 30 days | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants or rights outstanding | 5,000,000 | 0 |
Warrants exercisable term from the date of completion of business combination | 30 days | |
Warrants exercisable term from the closing of IPO | 12 months | |
Minimum lock in period for sec registration from date of business combination | 15 days | |
Minimum lock in period to become effective after the closing of the initial business combination | 60 days | |
Exercise price of warrant | $ 11.50 | |
Warrants and rights outstanding, term | 5 years | |
Public Warrants [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants or rights outstanding | 5,333,333 | 0 |
Private Placement Warrants [Member] | Share Price Equal or Less $10.00 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 18 | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 11.50 |
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] | Mar. 31, 2021USD ($) |
Level 1 [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | $ 250,000,869 |
Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 5,150,000 |
Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | $ 5,493,330 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) | Mar. 31, 2021sharesyr | Mar. 09, 2021sharesyr |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 11.50 | 11.50 |
Unit price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 10.08 | 10.07 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 14.50% | 17.00% |
Term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | yr | 5.9 | 6 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 1.15% | 1.03% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Level 3 [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at January 1, 2021 | |
Issuance of Public and Private Warrants | 12,503,330 |
Change in fair value of derivative warrant liabilities | (1,860,000) |
Derivative warrant liabilities at March 31, 2021 | $ 10,643,330 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 20, 2021 | Apr. 16, 2021 | Dec. 09, 2020 | Mar. 31, 2021 | Apr. 18, 2021 |
Subsequent Event [Line Items] | |||||
Share price | $ 10 | ||||
Proceeds from issuance of private placement | $ 8,000,000 | ||||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||||
Payments for underwriting expense | $ 5,000,000 | ||||
Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants and rights issued during the period | 5,333,333 | ||||
Proceeds from issuance of private placement | $ 8,000,000 | ||||
Class of warrants and rights issued, price per warrant | $ 1.50 | $ 1.50 | |||
Common Class B [Member] | |||||
Subsequent Event [Line Items] | |||||
Temporary equity shares outstanding | 937,500 | ||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period shares | 7,187,500 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of private placement | $ 668,000 | ||||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of private placement | $ 668,000 | ||||
Subsequent Event [Member] | Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Temporary equity shares outstanding | 101,956 | 101,956 | |||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period shares | 3,342,178 | ||||
Share price | $ 10 | $ 10 | |||
Offering cost | $ 1,838,198 | ||||
Payments for underwriting expense | 668,436 | ||||
Deferred underwriting commissions | $ 1,169,762 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants and rights issued during the period | 445,624 | ||||
Proceeds from issuance of private placement | $ 668,436 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | Founder Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period shares | 3,342,178 | 3,342,178 |