Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Leo Holdings III Corp. | |
Entity Central Index Key | 0001840780 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Country | BS | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | LIII | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 27,500,000 | |
Class B Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,875,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | LIII.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | LIII WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2021USD ($) | |
Current assets: | ||
Cash | $ 804,139 | |
Prepaid expenses | 1,063,070 | |
Total current assets | 1,867,209 | |
Investments held in Trust Account | 275,000,000 | |
Total Assets | 276,867,209 | |
Current liabilities: | ||
Accounts payable | 32,960 | |
Accounts payable - related party | 9,677 | |
Accrued expenses | 89,767 | |
Total current liabilities | 132,404 | |
Deferred underwriting commissions | 9,625,000 | |
Warrant liabilities | 7,745,000 | |
Total liabilities | 17,502,404 | |
Commitments and Contingencies (Note 6) | ||
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 4,001,017 | |
Retained earnings | 998,092 | |
Total shareholders' equity | 5,000,005 | |
Total Liabilities and Shareholders' Equity | 276,867,209 | |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 25,436,480 shares subject to possible redemption at $10.00 per share | 254,364,800 | |
Shareholders' Equity: | ||
Ordinary shares | 206 | |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity: | ||
Ordinary shares | $ 690 | [1] |
[1] | This number includes up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 2, 2021, the underwriters partially exercised the over-allotment option to purchase as additional 3,500,000 Units; thus, 25,000 Class B ordinary shares were forfeited. |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 02, 2021 | Mar. 31, 2021 |
Temporary equity redemption price per share | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | |
Preferred stock shares issued | 0 | |
Preferred stock shares outstanding | 0 | |
Over-Allotment Option [Member] | ||
Stock repurchased during period, shares | 3,500,000 | |
Class A Ordinary Shares [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.0001 |
Temporary equity shares outstanding | 25,436,480 | |
Temporary equity redemption price per share | $ 10 | |
Common stock par or stated value per share | 0.001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | |
Common stock shares issued | 2,063,520 | |
Common stock shares outstanding | 2,063,520 | |
Class B Ordinary Shares [Member] | ||
Common stock par or stated value per share | $ 0.001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | |
Common stock shares issued | 6,900,000 | |
Common stock shares outstanding | 6,900,000 | |
Number of shares forfeited during the period | 900,000 | |
Class B Ordinary Shares [Member] | Sponsor [Member] | ||
Temporary equity shares outstanding | 25,000 | |
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||
Temporary equity shares outstanding | 25,000 |
Condensed Statements of Operati
Condensed Statements of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating expenses | |
General and administrative expenses | $ 124,942 |
Administrative fee - related party | 9,677 |
Loss from operations | (134,619) |
Change in fair value of warrant liabilities | 1,408,333 |
Offering costs associated with issuance of warrants | (275,622) |
Net income | $ 998,092 |
Class A Ordinary Shares [Member] | |
Operating expenses | |
Weighted average shares outstanding, basic and diluted | shares | 27,500,000 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class B Ordinary Shares [Member] | |
Operating expenses | |
Weighted average shares outstanding, basic and diluted | shares | 6,316,265 |
Basic and diluted net income per share | $ / shares | $ 0.16 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital | Retained Earnings | Class A Ordinary Shares [Member]Common Stock | Class B Ordinary Shares [Member]Common Stock | |
Beginning Balance at Jan. 07, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (Shares) at Jan. 07, 2021 | 0 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | 24,310 | $ 690 | ||
Issuance of Class B ordinary shares to Sponsor (Shares) | [1] | 6,900,000 | ||||
Sale of units in initial public offering, less fair value of warrant liabilities for public warrants | 270,380,000 | 270,377,250 | $ 2,750 | |||
Sale of units in initial public offering, less fair value of warrant liabilities for public warrants (Shares) | 27,500,000 | |||||
Offering costs | (15,504,954) | (15,504,954) | ||||
Excess cash received over the fair value of the private warrants | 3,466,667 | 3,466,667 | ||||
Class A ordinary shares subject to possible redemption | (254,364,800) | (254,362,256) | $ (2,544) | |||
Class A ordinary shares subject to possible redemption (Shares) | (25,436,480) | |||||
Net income | 998,092 | 998,092 | ||||
Ending Balance at Mar. 31, 2021 | $ 5,000,005 | $ 4,001,017 | $ 998,092 | $ 206 | $ 690 | |
Ending Balance (Shares) at Mar. 31, 2021 | 2,063,520 | 6,900,000 | ||||
[1] | This number includes up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 2, 2021, the underwriters partially exercised the over-allotment option to purchase as additional 3,500,000 Units; thus, 25,000 Class B ordinary shares were forfeited. |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholders' Equity (Parenthetical) - shares | Mar. 02, 2021 | Feb. 25, 2021 | Mar. 31, 2021 |
Over-Allotment Option [Member] | |||
Stock repurchased during period, shares | 3,500,000 | ||
Class B Ordinary Shares [Member] | |||
Number of shares forfeited during the period | 900,000 | 900,000 | |
Class B Ordinary Shares [Member] | Sponsor [Member] | |||
Temporary equity shares outstanding | 25,000 | ||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||
Temporary equity shares outstanding | 25,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 998,092 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liabilities | (1,408,333) |
Offering costs associated with issuance of warrants | 275,622 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,038,070) |
Accounts payable | 32,960 |
Accounts payable - related party | 9,677 |
Accrued expenses | 4,767 |
Net cash used in operating activities | (1,125,285) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (275,000,000) |
Net cash used in investing activities | (275,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 111,835 |
Repayment of note payable to related party | (111,835) |
Proceeds received from initial public offering, gross | 275,000,000 |
Proceeds received from private placement | 8,000,000 |
Offering costs paid | (6,070,576) |
Net cash provided by financing activities | 276,929,424 |
Net increase in cash | 804,139 |
Cash - beginning of the period | 0 |
Cash - end of the period | 804,139 |
Supplemental disclosure of noncash activities: | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Offering costs included in accrued expenses | 85,000 |
Deferred underwriting commissions | 9,625,000 |
Initial value of Class A ordinary shares subject to possible redemption | 253,038,210 |
Change in value of Class A ordinary shares subject to possible redemption | $ 1,326,590 |
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 Leo Holdings III Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 8. 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business in the consumer sector. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 8, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and since the Initial Public O The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Leo Investors III LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.6 million was for deferred underwriting commissions (Note 6). 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, and incurring offering costs of approximately $11,000 (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $275.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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 are per-share non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, 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 2, 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 Sponsor 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 Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter 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 independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $804,000 in its operating bank account and working capital of approximately $1.7 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $112,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 31, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basic of Presentation and Summa
Basic of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basic of Presentation and Summary of Significant Accounting Policies | Note 2 — Basic of Presentation and 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 period from January 8, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 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 Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no 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 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of unaudited condensed 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed 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 financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ from those estimates. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating 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, 25,436,480 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 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 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income applicable to shareholders by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,833,333 ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations includes a presentation of income per ordinary shares subject to redemption in a manner similar to the two-class 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 815-15. re-assessed The Company accounts for its 10,833,333 warrants issued in connection with its Initial Public Offering (5,500,000) and Private Placement (5,333,333), as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 January 8, 2021 (inception). Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
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 2, 2021, the Company consummated its Initial Public Offering of 27,500,000 Units, including 3,500,000 Over-Allotment Units to partially cover over-allotments, at $10.00 per Unit, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.6 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-fifth |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million, and incurring offering costs of approximately $11,000. 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 Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The 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 Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On January 18, 2021, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On February 25, 2021, the Company effected a share capitalization, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on March 2, 2021 to purchase an addition of 3,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day were forfeited . The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Related Party Loans On January 13, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the 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, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $10,000 in expenses in connection with such services for the period from January 8, 2021 (inception) through March 31, 2021, as reflected in the accompanying unaudited condensed statement of operations. As of March 31, 2021, approximately $10,000 in accounts payable with related party was outstanding, respectively, as reflected in the accompanying unaudited condensed balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriter a 45-day 45-day The underwriter was entitled to an underwriting discount of $0.20 per unit, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.6 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities 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 or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, 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. Notwithstanding the above, if the Company’s Class A ordinary shares are 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 elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants 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 Once the warrants become exercisable, the Company may redeem the 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; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day In addition, commencing on the day the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • $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 closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for adjustments) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares shall mean the average last reported sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 and the “Redemption of Warrants for Class A ordinary shares” 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 under “Redemption of Warrants for Class A ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 8 — Shareholders’ Equity Preference Shares— Class A Ordinary Shares Class B Ordinary Shares 45-day were forfeited Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination 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 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 275,000,000 $ — $ — $ 275,000,000 Liabilities: Warrant liabilities - public warrants — — 3,905,000 3,905,000 Warrant liabilities - private warrants — — 3,840,000 3,840,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the period from January 8, 2021 (inception) through March 31, 2021. The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the public warrants and private warrants at each reporting period, with changes in fair value recognized in the statement of operations. For the period from January 8, 2021 (inception) through ended March 31, 2021, the Company recognized a decrease in the fair value of warrant liabilities of approximately $1.4 million presented on the accompanying condensed The change in the fair value of the derivative warrant liabilities for the period from January 8, 2021 (inception) through March 31, 2021 is summarized as follows: Warrant liabilities at January 8, 2021 $ — Issuance of Public and Private Warrants 9,153,333 Change in fair value of warrant liabilibites (1,408,333 ) Warrant liabilities at March 31, 2021 $ 7,745,000 The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: March 31, 2021 March 2, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.66 $ 9.83 Term (in years) 5.50 5.58 Volatility 13.90 % 15.10 % Risk-free interest rate 1.04 % 0.79 % Dividend yield — — |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Prior Period Adjustment [Abstract] | |
Revision to Prior Period Financial Statements | Note 10 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q from January 8, 2021 (inception) through 8-K “Post-IPO On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheets as opposed to equity. Since their issuance on March 2, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The warrants were reflected as a component of equity in the Post-IPO 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity 815-40). 815-40 Company’s The Company concluded that the misstatement was not material to the Post-IPO Post-IPO As of March 2, 2021 As Previously Restatement As Restated Balance Sheet Total assets $ 277,526,800 $ — $ 277,526,800 Liabilities and shareholders’ equity Total current liabilities $ 710,251 $ — $ 710,251 Deferred underwriting commissions 9,625,000 — 9,625,000 Warrant liabilities — 9,153,333 9,153,333 Total liabilities 10,335,251 9,153,333 19,488,584 Class A ordinary shares, $0.001 par value; shares subject to possible redemption 262,191,540 (9,153,330 ) 253,038,210 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.001 par value 128 92 220 Class B ordinary shares - $0.001 par value 690 — 690 Additional paid-in-capital 5,052,066 275,527 5,327,593 Accumulated deficit (52,875 ) (275,622 ) (328,497 ) Total shareholders’ equity 5,000,009 (3 ) 5,000,006 Total liabilities and shareholders’ equity $ 277,526,800 $ — $ 277,526,800 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued required potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed . |
Basic of Presentation and Sum_2
Basic of Presentation and 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 period from January 8, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 |
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 Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no |
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 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed 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 financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating |
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, 25,436,480 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 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 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Ordinary Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income applicable to shareholders by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,833,333 ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations includes a presentation of income per ordinary shares subject to redemption in a manner similar to the two-class |
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 815-15. re-assessed The Company accounts for its 10,833,333 warrants issued in connection with its Initial Public Offering (5,500,000) and Private Placement (5,333,333), as derivative warrant liabilities in accordance with ASC 815-40. re-measurement |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 January 8, 2021 (inception). |
Recent Issued Accounting Standards | Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Values of Assets and Liabilities | The following table presents information about the Company’s assets 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. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 275,000,000 $ — $ — $ 275,000,000 Liabilities: Warrant liabilities - public warrants — — 3,905,000 3,905,000 Warrant liabilities - private warrants — — 3,840,000 3,840,000 |
Summary of Changes in Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities for the period from January 8, 2021 (inception) through March 31, 2021 is summarized as follows: Warrant liabilities at January 8, 2021 $ — Issuance of Public and Private Warrants 9,153,333 Change in fair value of warrant liabilibites (1,408,333 ) Warrant liabilities at March 31, 2021 $ 7,745,000 |
Summary of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: March 31, 2021 March 2, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.66 $ 9.83 Term (in years) 5.50 5.58 Volatility 13.90 % 15.10 % Risk-free interest rate 1.04 % 0.79 % Dividend yield — — |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Prior Period Adjustment [Abstract] | |
Summary of Revision to Prior Period Financial Statements | The Company concluded that the misstatement was not material to the Post-IPO Post-IPO As of March 2, 2021 As Previously Restatement As Restated Balance Sheet Total assets $ 277,526,800 $ — $ 277,526,800 Liabilities and shareholders’ equity Total current liabilities $ 710,251 $ — $ 710,251 Deferred underwriting commissions 9,625,000 — 9,625,000 Warrant liabilities — 9,153,333 9,153,333 Total liabilities 10,335,251 9,153,333 19,488,584 Class A ordinary shares, $0.001 par value; shares subject to possible redemption 262,191,540 (9,153,330 ) 253,038,210 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.001 par value 128 92 220 Class B ordinary shares - $0.001 par value 690 — 690 Additional paid-in-capital 5,052,066 275,527 5,327,593 Accumulated deficit (52,875 ) (275,622 ) (328,497 ) Total shareholders’ equity 5,000,009 (3 ) 5,000,006 Total liabilities and shareholders’ equity $ 277,526,800 $ — $ 277,526,800 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Feb. 25, 2021 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share price | $ 10 | ||
Proceeds from issuance of IPO | $ 275,000,000 | ||
Deferred underwriting commissions noncurrent | $ 9,600,000 | 9,625,000 | |
Proceeds from issuance of private placement | 8,000,000 | ||
Payment to acquire restricted investments | $ 275,000,000 | $ 275,000,000 | |
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 | ||
Amount available in operating bank account | $ 804,000 | ||
Working Capital | 1,700,000 | ||
Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from unsecured and non-interest bearing promissory note | 112,000 | ||
Due to related parties current | 0 | ||
Founder Shares [Member] | Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of common stock | $ 25,000 | ||
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [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] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Offering costs | $ 11,000 | ||
Class of warrants and rights issued during the period | 5,333,333 | ||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||
Proceeds from issuance of private placement | $ 8,000,000 | ||
IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 3,600,000 | ||
Offering costs | 15,800,000 | ||
Deferred underwriting commissions noncurrent | $ 9,600,000 | ||
Over-Allotment Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 3,500,000 | ||
Class A Ordinary Shares [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 27,500,000 | ||
Share price | $ 10 | ||
Proceeds from issuance of IPO | $ 275,000,000 | ||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 3,500,000 | ||
Public Shares [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share price | $ 10 |
Basic of Presentation and Sum_3
Basic of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Mar. 31, 2021 |
FDIC insured amount | $ 250,000 | |
Cash equivalents | 0 | |
Restricted investments term | 185 days | |
Accrued for interest and penalties | 0 | |
Unrecognized tax benefits | $ 0 | |
Number of warrants or rights outstanding | 10,833,333 | |
Public Warrants [Member] | ||
Number of warrants or rights outstanding | 5,500,000 | |
Private Placement Warrants [Member] | ||
Number of warrants or rights outstanding | 5,333,333 | |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 10,833,333 | |
US Government Securities [Member] | ||
Restricted investments term | 185 days | |
Class A Ordinary Shares [Member] | ||
Investment income | $ 0 | |
Temporary equity, net income | $ 998,000 | |
Temporary equity shares outstanding | 25,436,480 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Feb. 25, 2021 | Mar. 31, 2021 |
Share price | $ 10 | ||
Proceeds from issuance of IPO | $ 275,000,000 | ||
Deferred underwriting commissions noncurrent | $ 9,600,000 | $ 9,625,000 | |
Public Warrants [Member] | |||
Exercise price of warrant | $ 0.01 | ||
IPO [Member] | |||
Stock issued during period shares | 3,600,000 | ||
Offering costs | 15,800,000 | ||
Deferred underwriting commissions noncurrent | $ 9,600,000 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares | 3,500,000 | ||
Class A Ordinary Shares [Member] | |||
Stock conversion basis | one-fifth of one | ||
Class A Ordinary Shares [Member] | Public Warrants [Member] | |||
Shares issuable per warrant | 1 | ||
Exercise price of warrant | $ 11.50 | ||
Class A Ordinary Shares [Member] | IPO [Member] | |||
Stock issued during period shares | 27,500,000 | ||
Share price | $ 10 | ||
Proceeds from issuance of IPO | $ 275,000,000 | ||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | |||
Stock issued during period shares | 3,500,000 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Mar. 31, 2021 |
Private Placement Warrants [Line Items] | ||
Proceeds from issuance of private placement | $ 8,000,000 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [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 | |
Proceeds from issuance of private placement | $ 8,000,000 | |
Offering costs | $ 11,000 | |
Exercise price of warrant | $ 0.10 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |
Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||
Private Placement Warrants [Line Items] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Detail) - USD ($) | Mar. 02, 2021 | Feb. 25, 2021 | Jan. 18, 2021 | Jan. 13, 2021 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Stock issued during period, value, issued for services | [1] | $ 25,000 | ||||
Proceeds from related party debt | 111,835 | |||||
Related party transaction, expenses from transactions with related party | 10,000 | |||||
Notes payable, related parties | 10,000 | |||||
Working Capital Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||
Debt instrument conversion price | $ 1.50 | |||||
Due to related parties current | 0 | |||||
IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares | 3,600,000 | |||||
Overallotment option vesting period | 45 days | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares | 3,500,000 | |||||
Stock repurchased during period, shares | 3,500,000 | |||||
Overallotment option vesting period | 45 days | |||||
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 | |||||
Proceeds from related party debt | $ 112,000 | |||||
Debt instrument interest rate | 0.00% | |||||
Founder Shares [Member] | IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, threshold percentage on conversion of shares | 20.00% | |||||
Founder Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued, shares, share-based payment arrangement, forfeited | 900,000 | |||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued, shares, share-based payment arrangement, forfeited | 25,000 | |||||
Stock repurchased during period, shares | 3,500,000 | |||||
Class B Ordinary Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued, shares, share-based payment arrangement, forfeited | 900,000 | 900,000 | ||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares | 3,500,000 | |||||
Temporary equity shares outstanding | 25,000 | |||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Temporary equity shares outstanding | 25,000 | |||||
Class B Ordinary Shares [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 | 5,750,000 | |||||
Shares issued, price per share | $ 0.0001 | |||||
Temporary equity shares outstanding | 6,900,000 | |||||
Class A Ordinary Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Temporary equity shares outstanding | 25,436,480 | |||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares | 27,500,000 | |||||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares | 3,500,000 | |||||
Class A Ordinary Shares [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 PriceFrom Date Of Business Combination | 150 days | |||||
Class A Ordinary Shares [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Overallotment option vesting period | 45 days | |||||
[1] | This number includes up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 2, 2021, the underwriters partially exercised the over-allotment option to purchase as additional 3,500,000 Units; thus, 25,000 Class B ordinary shares were forfeited. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Feb. 25, 2021 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | |||
Underwriting discount paid per unit | $ 0.20 | ||
Underwriting expense paid | $ 5,500,000 | ||
Deferred Under Writing Commission Per Unit | $ 0.35 | ||
Deferred underwriting commissions | $ 9,600,000 | $ 9,625,000 | |
IPO [Member] | |||
Loss Contingencies [Line Items] | |||
Overallotment option vesting period | 45 days | ||
Stock issued during period shares | 3,600,000 | ||
Deferred underwriting commissions | $ 9,600,000 | ||
Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Overallotment option vesting period | 45 days | ||
Stock issued during period shares | 3,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 02, 2021 | |
Derivative Warrant Liabilities [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Minimum notice period for warrants redemption | 30 days | |
Class of warrants or rights term | 5 years | |
Share price | $ 10 | |
Effective days for registration statement to be available | 30 days | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Minimum notice period for warrants redemption | 30 days | |
Class of Warrants, price per warrant | $ 0.01 | |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Minimum notice period for warrants redemption | 30 days | |
Class of Warrants, price per warrant | $ 0.10 | |
Class A Ordinary Shares [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Number of days determining fair market value | 10 days | |
Class A Ordinary Shares [Member] | Share Equals Or Exceeds $18 [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Share redemption trigger price | $ 18 | |
Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% | |
Class A Ordinary Shares [Member] | Share Equals Or Exceeds $10 [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Share redemption trigger price | $ 10 | |
Class A Ordinary Shares [Member] | Share Price Less Than $9.20 [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Share redemption trigger price | $ 9.20 | |
Gross proceeds of equity | 60.00% | |
Class of warrant or right, exercise price adjustment percentage higher of market value | 115.00% | |
Class of warrant or right redemption threshold trading days | 20 days | |
Class A Ordinary Shares [Member] | Public Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of Warrants, price per warrant | $ 11.50 | |
Class A Ordinary Shares [Member] | Public Warrants [Member] | Share Equals Or Exceeds $18 [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Share price | $ 18 | |
Number of consecutive trading days determining warrant redeemable | 20 days | |
Number of trading days determining warrant redeemable | 30 days | |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of Warrants, price per warrant | $ 11.50 | |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | Share Equals Or Exceeds $18 [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Share price | $ 18 | |
Number of consecutive trading days determining warrant redeemable | 20 days | |
Number of trading days determining warrant redeemable | 30 days | |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | Share Equals Or Exceeds $10 [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Share price | $ 10 | |
Number of consecutive trading days determining warrant redeemable | 30 days |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Mar. 02, 2021 | Feb. 25, 2021 | Mar. 31, 2021 | Jan. 18, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock shares authorized | 5,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares issued | 0 | |||
Preferred stock shares outstanding | 0 | |||
Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period shares | 3,500,000 | |||
Class A Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorized | 500,000,000 | |||
Common stock par or stated value per share | $ 0.001 | $ 0.0001 | ||
Common stock shares issued | 2,063,520 | |||
Common stock shares outstanding | 2,063,520 | |||
Temporary equity shares outstanding | 25,436,480 | |||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period shares | 3,500,000 | |||
Class B Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorized | 50,000,000 | |||
Common stock par or stated value per share | $ 0.001 | $ 0.0001 | ||
Common stock shares issued | 6,900,000 | 5,750,000 | ||
Common stock shares outstanding | 6,900,000 | 6,900,000 | ||
Number of shares forfeited during the period | 900,000 | 900,000 | ||
Sponsor owned collective percentage | 20.00% | |||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Temporary equity shares outstanding | 25,000 | |||
Stock issued during period shares | 3,500,000 | |||
Option period for the underwriter's over-allotment option | 45 days | |||
Common Class B To Common Class A [Member] | Founder Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of common stock shareholding | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Values of Assets and Liabilities (Detail) | Mar. 31, 2021USD ($) |
Liabilities | |
Warrant liabilities | $ 7,745,000 |
U.S. Treasury Securities [Member] | |
Assets: | |
Investments held in Trust Account | 275,000,000 |
Public Warrants [Member] | |
Liabilities | |
Warrant liabilities | 3,905,000 |
Private Warrants [Member] | |
Liabilities | |
Warrant liabilities | 3,840,000 |
Level 1 [Member] | U.S. Treasury Securities [Member] | |
Assets: | |
Investments held in Trust Account | 275,000,000 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant liabilities | 3,905,000 |
Level 3 [Member] | Private Warrants [Member] | |
Liabilities | |
Warrant liabilities | $ 3,840,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Increase (decrease) in the fair value of warrant liabilities | $ (1.4) |
Fair value measurements - Sum_2
Fair value measurements - Summary of Changes in Fair Value of the Derivative Warrant Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ 0 |
Issuance of Public and Private Warrants | 9,153,333 |
Change in fair value of warrant liabilities | (1,408,333) |
Ending balance | $ 7,745,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements (Detail) - $ / shares | Mar. 31, 2021 | Mar. 02, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock Price | $ 10 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Risk-free interest rate | 1.04% | 0.79% |
Level 3 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Level 3 [Member] | Measurement Input, Share Price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock Price | $ 9.66 | $ 9.83 |
Level 3 [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term (in years) | 5 years 6 months | 5 years 6 months 29 days |
Level 3 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Volatility | 13.90% | 15.10% |
Level 3 [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Dividend yield |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements - Summary of Revision to Prior Period Financial Statements (Detail) - USD ($) | Mar. 31, 2021 | Mar. 02, 2021 | Jan. 07, 2021 | |
Balance Sheet | ||||
Total Assets | $ 276,867,209 | $ 277,526,800 | ||
Liabilities and shareholders' equity | ||||
Total current liabilities | 132,404 | 710,251 | ||
Deferred underwriting commissions | 9,625,000 | 9,600,000 | ||
Warrant liabilities | 9,153,333 | |||
Total liabilities | 17,502,404 | 19,488,584 | ||
Shareholders' equity | ||||
Preference shares - $0.0001 par value | ||||
Additional paid-in-capital | 5,327,593 | |||
Accumulated deficit | 998,092 | (328,497) | ||
Total shareholders' equity | 5,000,005 | 5,000,006 | $ 0 | |
Total Liabilities and Shareholders' Equity | 276,867,209 | 277,526,800 | ||
Class A Ordinary Shares [Member] | ||||
Liabilities and shareholders' equity | ||||
Class A ordinary shares, $0.001 par value; shares subject to possible redemption | 254,364,800 | 253,038,210 | ||
Shareholders' equity | ||||
Ordinary Shares | 206 | 220 | ||
Class B Ordinary Shares [Member] | ||||
Shareholders' equity | ||||
Ordinary Shares | $ 690 | [1] | 690 | |
As Previously Reported [Member] | ||||
Balance Sheet | ||||
Total Assets | 277,526,800 | |||
Liabilities and shareholders' equity | ||||
Total current liabilities | 710,251 | |||
Deferred underwriting commissions | 9,625,000 | |||
Total liabilities | 10,335,251 | |||
Shareholders' equity | ||||
Preference shares - $0.0001 par value | ||||
Additional paid-in-capital | 5,052,066 | |||
Accumulated deficit | (52,875) | |||
Total shareholders' equity | 5,000,009 | |||
Total Liabilities and Shareholders' Equity | 277,526,800 | |||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||||
Liabilities and shareholders' equity | ||||
Class A ordinary shares, $0.001 par value; shares subject to possible redemption | 262,191,540 | |||
Shareholders' equity | ||||
Ordinary Shares | 128 | |||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||||
Shareholders' equity | ||||
Ordinary Shares | 690 | |||
Restatement Adjustment [Member] | ||||
Liabilities and shareholders' equity | ||||
Warrant liabilities | 9,153,333 | |||
Total liabilities | 9,153,333 | |||
Shareholders' equity | ||||
Preference shares - $0.0001 par value | ||||
Additional paid-in-capital | 275,527 | |||
Accumulated deficit | (275,622) | |||
Total shareholders' equity | (3) | |||
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | ||||
Liabilities and shareholders' equity | ||||
Class A ordinary shares, $0.001 par value; shares subject to possible redemption | (9,153,330) | |||
Shareholders' equity | ||||
Ordinary Shares | $ 92 | |||
[1] | This number includes up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 2, 2021, the underwriters partially exercised the over-allotment option to purchase as additional 3,500,000 Units; thus, 25,000 Class B ordinary shares were forfeited. |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements - Summary of Revision to Prior Period Financial Statements (Parenthetical) (Detail) - $ / shares | Mar. 31, 2021 | Mar. 02, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Class A Ordinary Shares [Member] | ||
Temporary equity par or stated value per share | 0.0001 | 0.001 |
Common stock par or stated value per share | 0.0001 | 0.001 |
Class B Ordinary Shares [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.001 |