Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 10-Q/A |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2021 |
Entity File Number | 001-40196 |
Entity Registrant Name | L Catterton Asia Acquisition Corp |
Entity Incorporation, State or Country Code | KY |
Entity Tax Identification Number | 98-1577355 |
Entity Address, Address Line One | 8 Marina View |
Entity Address, Address Line Two | Asia Square Tower 1 |
Entity Address, Address Line Three | 41-03 |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 018960 |
City Area Code | 65 |
Local Phone Number | 6672 7600 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | true |
Entity Central Index Key | 0001841024 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | true |
Amendment Description | The sole purpose of this Amendment No. 1 to L Catterton Asia Acquisition Corp’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the Securities and Exchange Commission on May 25, 2021 (“Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T . Exhibit 101 to this Report provides the consolidated and combined financial statements and related notes from the Form 10-Q formatted in extensible Business Reporting Language (“XBRL”), in accordance with the 30-day grace period provided under Regulation S-T for the first quarterly period in which XBRL is required. Except for the foregoing, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
Transition Report | false |
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant | |
Document Information [Line Items] | |
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
Trading Symbol | LCAAU |
Security Exchange Name | NASDAQ |
Class A Ordinary shares | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share |
Trading Symbol | LCAA |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 28,750,000 |
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.50 per share | |
Document Information [Line Items] | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.50 per share |
Trading Symbol | LCAAW |
Security Exchange Name | NASDAQ |
Class B Ordinary shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 7,187,500 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Mar. 31, 2021USD ($) |
Current assets | |
Cash | $ 2,446,450 |
Prepaid expenses | 499,353 |
Total current assets | 2,945,803 |
Long term prepaid expenses | 404,596 |
Cash and securities held in Trust Account | 286,511,718 |
Total Assets | 289,862,117 |
Liabilities and Shareholders' Equity | |
Accrued offering costs and expenses | 1,514,776 |
Due to related party | 84,992 |
Total current liabilities | 1,599,768 |
Deferred underwriting fee | 10,027,806 |
Warrant liability | 19,427,900 |
Total liabilities | 31,055,474 |
Commitments and Contingencies | |
Shareholder's Equity | |
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 6,089,279 |
Accumulated deficit | (1,090,322) |
Total shareholders' equity | 5,000,003 |
Total Liabilities and Shareholders' Equity | 289,862,117 |
Class A ordinary shares subject to redemption | |
Liabilities and Shareholders' Equity | |
Class A Ordinary shares subject to possible redemption, 25,380,664 shares at redemption value | 253,806,640 |
Class A Common Stock Not Subject to Redemption | |
Shareholder's Equity | |
Ordinary shares | 327 |
Total shareholders' equity | 327 |
Class B Ordinary shares | |
Shareholder's Equity | |
Ordinary shares | 719 |
Total shareholders' equity | $ 719 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | |
Class A Ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | |
Common shares, shares issued | 3,270,210 | |
Common shares, shares outstanding | 3,270,210 | |
Temporary equity, shares issued | 25,380,664 | |
Class A ordinary shares subject to redemption | ||
Temporary equity, shares outstanding | 25,380,664 | |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 3,270,210 | |
Common shares, shares outstanding | 3,270,210 | |
Temporary equity, shares outstanding | 3,980,951 | |
Class B Ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 7,187,500 | |
Common shares, shares outstanding | 7,187,500 | |
Temporary equity, shares outstanding | 7,187,500 | |
Class B Ordinary shares | Over-allotment option | ||
Maximum Common Stock Shares Subject To Forfeiture | 24,781 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ (64,473) |
Loss from operations | (64,473) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 2,977 |
Offering costs allocated to warrants | (695,493) |
Change in fair value of warrant liability | (333,333) |
Total other income (expense) | (1,025,849) |
Net loss | (1,090,322) |
Class A Ordinary shares | |
Other income: | |
Interest earned on marketable securities held in Trust Account | $ 2,977 |
Class A ordinary shares subject to redemption | |
Other income: | |
Weighted average shares outstanding, basic and diluted | shares | 23,666,384 |
Basic and diluted net loss per ordinary share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Other income: | |
Net loss | $ (1,090,322) |
Weighted average shares outstanding, basic and diluted | shares | 6,999,117 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.16) |
Non-redeemable Class A and Class B ordinary shares | |
Other income: | |
Weighted average shares outstanding, basic and diluted | shares | 6,999,117 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.16) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Ordinary shares | Class A Common Stock Not Subject to Redemption | Class B Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 04, 2021 | $ 0 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Class B ordinary shares issued to Sponsor | $ 719 | 24,281 | 0 | $ 25,000 | ||
Class B ordinary shares issued to Sponsor (in shares) | 7,187,500 | |||||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants | $ 2,865 | 258,602,849 | 0 | 258,605,714 | ||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 28,650,874 | 28,650,874 | ||||
Proceeds received in excess of fair value of Private Placement Warrants | 1,266,251 | 0 | 1,266,251 | |||
Net income (loss) | $ (1,090,322) | 0 | (1,090,322) | (1,090,322) | ||
Ordinary shares subject to possible redemption | $ (2,538) | (253,804,102) | 0 | (253,806,640) | ||
Ordinary shares subject to possible redemption (in shares) | (25,380,664) | |||||
Balance at the end at Mar. 31, 2021 | $ 327 | $ 719 | $ 6,089,279 | $ (1,090,322) | $ 5,000,003 | |
Balance at the end (in shares) at Mar. 31, 2021 | 3,270,210 | 7,187,500 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
Class A Ordinary shares | |
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 28,650,874 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,090,322) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (2,977) |
Offering costs allocated to warrants | 695,493 |
Change in fair value of warrant liability | 333,333 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (903,949) |
Accrued expenses | 936,620 |
Due to related party | 5,000 |
Net cash used in operating activities | (26,802) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (286,508,741) |
Net cash used in investing activities | (286,508,741) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discount | 280,778,566 |
Proceeds from sale of Private Placement Warrants | 8,230,176 |
Payment of offering costs | (51,749) |
Net cash provided by financing activities | 288,981,993 |
Net change in cash | 2,446,450 |
Cash, end of the period | 2,446,450 |
Non-cash investing and financing activities: | |
Initial classification of ordinary shares subject to possible redemption | 221,123,278 |
Deferred underwriters' discount payable charged to additional paid-in capital | 10,027,806 |
Change in ordinary shares subject to possible redemption | $ 32,683,362 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | L CATTERTON ASIA ACQUISITION CORP NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Organization and Business Operations L Catterton Asia Acquisition Corp (the "Company") was incorporated as a Cayman Islands exempted company on January 5, 2021. 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 or entities (the "Business Combination"). As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company's formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2021 (the “Effective Date”). On March 15, 2021, the Company consummated the IPO of 25,000,000 units ((the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 4. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per whole share. Simultaneously with the closing of the IPO, the Company consummated the issuance and sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to LCA Acquisition Sponsor, LP, a Cayman Islands limited partnership (the “Sponsor”), generating gross proceeds of $7,500,000, which is discussed in Note 5. On March 24, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,650,874 Over-Allotment Units, generating an aggregate of gross proceeds of $36,508,740, and incurred $730,175 in cash underwriting fees. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the sale of an aggregate of an additional 486,784 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Warrant, generating gross proceeds of $730,176. Transaction costs of the IPO and the over-allotment amounted to $16,467,878 consisting of $5,730,175 of underwriting discount, $10,027,806 of deferred underwriting discount, and $709,897 of other offering costs. Of the total transaction costs of $10,027,806, $695,493 was allocated to expense associated with the warrant liability. Following the closing of the IPO on March 15, 2021, and closing of the over-allotment on March 24, 2021, $286,508,741 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and over-allotment, and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (i) to the Company, until the completion of the initial Business Combination, or (ii) to the Company’s Public Shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination prior to March 15, 2023 (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (c) the redemption of the Public Shares if the Company has not consummated its Business Combination with the Combination Period, subject to applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), 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 all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any, divided by the number of the then-outstanding Public Shares. The amount in the Trust Account is $10.00 per Public Share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. If the Company is unable to complete a Business Combination within during the Combination Period or during any extension 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $2.4 million in its operating bank account, and working capital of approximately $1.3 million. The Company’s liquidity needs up to March 15, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 and offering costs and expenses paid for by related parties (see Note 6). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. 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 officers and directors may, but are not obligated to, provide the Company with working capital loans. 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 to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds held outside of the Trust Account 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. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement Of Previously Issued Financial Statements | |
Restatement Of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In May 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in March 2021, the Company’s previously issued balance sheet as of March 15, 2021 on Form 8-K should no longer be relied upon. As such, the Company is restating its balance sheet included in this Quarterly Report. 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 sheet as opposed to equity. Since issuance on March 15, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on March 15, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of March 15, 2021, should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact to the balance sheet dated March 15, 2021, filed on Form 8-K on March 19, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $16.9 million increase to the warrant liabilities line item on March 15, 2021 and offsetting decrease to the Class A ordinary shares subject to redemption mezzanine equity line item. Transaction costs of the IPO of $610,690 were allocated to expense associated with the warrant liability, which is reflected in the change to the accumulated deficit line. There is no change to total shareholders’ equity at any reported balance sheet date. As of March 15, 2021 As Previously Restatement Reported Adjustment As Restated Total assets $ 253,283,558 $ — $ 253,283,558 Liabilities and shareholders’ equity: Total current liabilities $ 1,516,945 $ — $ 1,516,945 Share warrant liabilities — 16,893,332 16,893,332 Total liabilities 10,266,945 16,893,332 27,160,277 Class A ordinary shares, $0.0001 par value; share subject to possible redemption 238,016,610 (16,893,332) 221,123,278 Shareholders’ equity Preference share - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 120 169 289 Class B ordinary shares - $0.0001 par value 719 — 719 Additional paid-in-capital 5,047,654 610,521 5,658,175 Accumulated deficit (48,490) (610,690) (659,180) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 253,283,558 $ — $ 253,283,558 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. 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 expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Transaction costs of the IPO, including the partial exercise of the over-allotment, amounted to $16,467,878, of which $695,493 were allocated to expense associated with the warrant liability. Ordinary shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,074 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per share is the same as basic net loss per share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A Common Stock in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Redeemable Class A Common Stock is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for Non-Redeemable Class A and Class B Common Stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Common Stock, by the weighted average number of non-redeemable common stock outstanding for the period. Non-Redeemable Class A and Class B Common Stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-Redeemable Class A and Class B Common Stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. Reconciliation of Net Loss per Share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: From January 5, 2021 (inception) to March 31, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest earned on marketable securities held in Trust Account $ 2,977 Less: Income allocable to non-redeemable Class A ordinary shares (841) Net income allocable to shares subject to possible redemption $ 2,136 Denominator: Weighted Average Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding 23,666,384 Basic and diluted net income per share $ 0.00 Non-Redeemable Class A and Class B Ordinary Shares Numerator: Net Loss Minus Net Earnings Net loss $ (1,090,322) Less: Income allocable to ordinary shares subject to possible redemption (2,136) Adjusted net loss $ (1,088,186) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares Basic and diluted weighted average shares outstanding, 6,999,117 Basic and diluted net loss per share $ (0.16) 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 of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering Public Units On March 15, 2021, the Company sold 25,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45 -day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. On March 24, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,650,874 Over-Allotment Units, generating an aggregate of gross proceeds of $36,508,740. Each Unit consists of one Class A ordinary shares, and one-third of one redeemable warrant to purchase one Class A ordinary shares (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary shares at a price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable at $11.50 per share on the later of twelve months from the closing of the IPO and 30 days after the completion of the initial Business Combination. Only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable 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 warrants, and it 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, as specified in the warrant agreement; 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, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit 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 a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders. 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, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its Sponsors, 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 consummation 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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000, in a private placement. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the sale of an additional 486,784 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Warrant, generating gross proceeds of $730,176 . A portion of the proceeds from the sales of Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described in Note 4) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 6 — Founder Shares On January 12, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. On March 24, 2021, the Underwriters partially exercised the over-allotment option which resulted in 912,719 of the Founder Shares no longer subject to forfeiture. On April 24, 2021, the underwriters’ remaining over-allotment option expired, not having been exercised, and accordingly, 24,781 Founder Shares were forfeited (see Note 10). The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any Founder Shares. Due to Related Party Commencing on the date the securities of the Company were first listed on the Nasdaq Capital Market, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services incurred on behalf of members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. A total of $5,000 has been accrued as of March 31, 2021. As of March 31, 2021, the company also owed the Sponsor $79,992 for offering costs paid on behalf of the Company. Promissory Note — Related Party On January 11, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the IPO. The Company did not draw down any amounts under the promissory note. The Sponsor instead made payments for offering costs on behalf of the Company which is recorded as due to related party. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended 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 it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 7 — 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 and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day Over-Allotment Units. The underwriters have not exercised their remaining option, which expired on April 24, 2021. On March 15, 2021, the Company paid an underwriting discount of $5,000,000, and on March 24, 2021, the Company paid an additional underwriting discount of $730,175 for over-allotment units sold. Additionally, the underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO and over-allotment, or $10,027,806 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8 — Shareholders’ Equity Preference Shares outstanding Class A Ordinary shares per share. At March 31, 2021, there were 3,270,210 shares issued and outstanding, excluding 25,380,664 shares subject to possible redemption. Class B Ordinary shares issued 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 Company’s shareholders, except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial Business Combination) 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 basis,20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to our Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable March 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 286,511,718 $ 286,511,718 $ — $ — Liabilities: Public Warrants Liability $ 12,338,975 — — $ 12,338,975 Private Placement Warrants Liability 7,088,925 — — 7,088,925 $ 19,427,900 $ — $ — $ 19,427,900 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. The Company established the initial fair value of the Public Warrants and Private Warrants on March 15, 2021, the date of the Company’s Initial Public Offering, and as of March 31, 2021, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date and as of March 31, 2021, due to the use of unobservable inputs. The following table presents the changes in the fair value of the Level 3 liabilities: Private Placement Public Warrant Warrants Warrants Liabilities Fair Value as of January 5, 2021 (inception) $ — $ — $ — Initial measurement on March 15, 2021 6,335,000 10,558,332 16,893,332 Initial fair value of warrants issued at over-allotment exercise 628,925 1,572,310 2,201,235 Change in fair value of warrants 125,000 208,333 333,333 Fair value at March 31, 2021 $ 7,088,925 $ 12,338,975 $ 19,427,900 The key inputs into the Monte Carlo simulation as of March 15, 2021 and March 31, 2021 were as follows: (Initial Measurement) Inputs March 15, 2021 March 31, 2021 Risk-free interest rate 1.05 % 1.14 % Expected term remaining (years) 6.00 5.96 Expected volatility 19.0 % 19.0 % Share price $ 10.00 $ 10.00 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On April 24, 2021, the underwriters’ over-allotment option to purchase up to an additional 99,126 additional units expired, having not been exercised, and accordingly, 24,781 Class B ordinary shares were forfeited by the Company’s initial shareholders for no consideration. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. 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 expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Transaction costs of the IPO, including the partial exercise of the over-allotment, amounted to $16,467,878, of which $695,493 were allocated to expense associated with the warrant liability. |
Income Taxes | 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Ordinary shares Subject to Possible Redemption | Ordinary shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,074 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per share is the same as basic net loss per share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A Common Stock in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Redeemable Class A Common Stock is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for Non-Redeemable Class A and Class B Common Stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Common Stock, by the weighted average number of non-redeemable common stock outstanding for the period. Non-Redeemable Class A and Class B Common Stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-Redeemable Class A and Class B Common Stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. Reconciliation of Net Loss per Share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: From January 5, 2021 (inception) to March 31, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest earned on marketable securities held in Trust Account $ 2,977 Less: Income allocable to non-redeemable Class A ordinary shares (841) Net income allocable to shares subject to possible redemption $ 2,136 Denominator: Weighted Average Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding 23,666,384 Basic and diluted net income per share $ 0.00 Non-Redeemable Class A and Class B Ordinary Shares Numerator: Net Loss Minus Net Earnings Net loss $ (1,090,322) Less: Income allocable to ordinary shares subject to possible redemption (2,136) Adjusted net loss $ (1,088,186) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares Basic and diluted weighted average shares outstanding, 6,999,117 Basic and diluted net loss per share $ (0.16) |
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 of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement Of Previously Issued Financial Statements | |
Summarizes the effect of the correction on each financial statement line item | As of March 15, 2021 As Previously Restatement Reported Adjustment As Restated Total assets $ 253,283,558 $ — $ 253,283,558 Liabilities and shareholders’ equity: Total current liabilities $ 1,516,945 $ — $ 1,516,945 Share warrant liabilities — 16,893,332 16,893,332 Total liabilities 10,266,945 16,893,332 27,160,277 Class A ordinary shares, $0.0001 par value; share subject to possible redemption 238,016,610 (16,893,332) 221,123,278 Shareholders’ equity Preference share - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 120 169 289 Class B ordinary shares - $0.0001 par value 719 — 719 Additional paid-in-capital 5,047,654 610,521 5,658,175 Accumulated deficit (48,490) (610,690) (659,180) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 253,283,558 $ — $ 253,283,558 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Reconciliation of Net Loss per Share | From January 5, 2021 (inception) to March 31, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest earned on marketable securities held in Trust Account $ 2,977 Less: Income allocable to non-redeemable Class A ordinary shares (841) Net income allocable to shares subject to possible redemption $ 2,136 Denominator: Weighted Average Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding 23,666,384 Basic and diluted net income per share $ 0.00 Non-Redeemable Class A and Class B Ordinary Shares Numerator: Net Loss Minus Net Earnings Net loss $ (1,090,322) Less: Income allocable to ordinary shares subject to possible redemption (2,136) Adjusted net loss $ (1,088,186) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares Basic and diluted weighted average shares outstanding, 6,999,117 Basic and diluted net loss per share $ (0.16) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable March 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 286,511,718 $ 286,511,718 $ — $ — Liabilities: Public Warrants Liability $ 12,338,975 — — $ 12,338,975 Private Placement Warrants Liability 7,088,925 — — 7,088,925 $ 19,427,900 $ — $ — $ 19,427,900 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Public Warrant Warrants Warrants Liabilities Fair Value as of January 5, 2021 (inception) $ — $ — $ — Initial measurement on March 15, 2021 6,335,000 10,558,332 16,893,332 Initial fair value of warrants issued at over-allotment exercise 628,925 1,572,310 2,201,235 Change in fair value of warrants 125,000 208,333 333,333 Fair value at March 31, 2021 $ 7,088,925 $ 12,338,975 $ 19,427,900 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | (Initial Measurement) Inputs March 15, 2021 March 31, 2021 Risk-free interest rate 1.05 % 1.14 % Expected term remaining (years) 6.00 5.96 Expected volatility 19.0 % 19.0 % Share price $ 10.00 $ 10.00 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Mar. 24, 2021USD ($)$ / sharesshares | Mar. 15, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 8,230,176 | ||
Transaction Costs | $ 16,467,878 | ||
Underwriting fees | $ 5,730,175 | ||
Deferred underwriting fee | 10,027,806 | ||
Other offering costs | 709,897 | ||
Cash held outside the Trust Account | $ 2,446,450 | ||
Condition for future business combination number of businesses minimum | 1 | ||
Payments for investment of cash in Trust Account | $ 286,508,741 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Offering Costs Allocated to Warrants | $ 695,493 | ||
Sale Of Stock, Transaction Cost Reclassified to Non-operating Expense | $ 10,027,806 | ||
PerShareValueOfResidualAssetsRemainingAvailableForDistributionWhichIsHeldInTrustAccount | $ / shares | $ 10 | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,000,000 | ||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |
Proceeds from sale of Private Placement Warrants | $ 486,784 | ||
Proceeds from Issuance or Sale of Equity | 730,176 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | shares | 25,000,000 | ||
Share price | $ / shares | $ / shares | $ 10 | $ 11.50 | |
Proceeds from Issuance Initial Public Offering | $ 250,000,000 | ||
Transaction Costs | 610,690 | $ 16,467,878 | |
Payments for investment of cash in Trust Account | $ 286,508,741 | ||
Offering Costs Allocated to Warrants | 695,493 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 7,500,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,000,000 | ||
Proceeds from sale of Private Placement Warrants | $ 730,176 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | shares | 3,650,874 | 3,750,000 | |
Underwriting fees | $ 730,175 | ||
Stock Issued During Period, Shares, New Issues | shares | 3,650,874 | ||
Proceeds from Issuance or Sale of Equity | $ 36,508,740 |
Organization and Business Ope_3
Organization and Business Operations - Liquidity and Capital Resources (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Organization and Business Operations | |
Operating bank account balance | $ 2,446,450 |
Working capital | 1,300,000 |
Capital contribution | 25,000 |
Loan from sponsor | $ 300,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($) | Mar. 31, 2021 | Mar. 15, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total assets | $ 289,862,117 | $ 253,283,558 |
Liabilities and shareholders' equity: | ||
Total current liabilities | 1,599,768 | 1,516,945 |
Deferred underwriting fee | 10,027,806 | |
Share warranty liabilities | 19,427,900 | 16,893,332 |
Total liabilities | 31,055,474 | 27,160,277 |
Shareholder's Equity | ||
Preference share - $0.0001 par value | ||
Additional paid-in capital | 6,089,279 | 5,658,175 |
Accumulated deficit | (1,090,322) | (659,180) |
Total shareholders' equity | 5,000,003 | 5,000,003 |
Total Liabilities and Shareholders' Equity | 289,862,117 | 253,283,558 |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 19,427,900 | 16,893,332 |
Class A Ordinary shares | ||
Shareholder's Equity | ||
Ordinary shares | 289 | |
Class A ordinary shares subject to redemption | ||
Liabilities and shareholders' equity: | ||
Class A ordinary shares, $0.0001 par value; share subject to possible | 253,806,640 | 221,123,278 |
Class B Ordinary shares | ||
Shareholder's Equity | ||
Ordinary shares | 719 | 719 |
Total shareholders' equity | $ 719 | |
Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total assets | 253,283,558 | |
Liabilities and shareholders' equity: | ||
Total current liabilities | 1,516,945 | |
Total liabilities | 10,266,945 | |
Shareholder's Equity | ||
Additional paid-in capital | 5,047,654 | |
Accumulated deficit | (48,490) | |
Total shareholders' equity | 5,000,003 | |
Total Liabilities and Shareholders' Equity | 253,283,558 | |
Previously Reported [Member] | Class A Ordinary shares | ||
Shareholder's Equity | ||
Ordinary shares | 120 | |
Previously Reported [Member] | Class A ordinary shares subject to redemption | ||
Liabilities and shareholders' equity: | ||
Class A ordinary shares, $0.0001 par value; share subject to possible | 238,016,610 | |
Previously Reported [Member] | Class B Ordinary shares | ||
Shareholder's Equity | ||
Ordinary shares | 719 | |
Revision of Prior Period, Adjustment [Member] | ||
Liabilities and shareholders' equity: | ||
Share warranty liabilities | 16,893,332 | |
Total liabilities | 16,893,332 | |
Shareholder's Equity | ||
Additional paid-in capital | 610,521 | |
Accumulated deficit | (610,690) | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 16,893,332 | |
Revision of Prior Period, Adjustment [Member] | Class A Ordinary shares | ||
Shareholder's Equity | ||
Ordinary shares | 169 | |
Revision of Prior Period, Adjustment [Member] | Class A ordinary shares subject to redemption | ||
Liabilities and shareholders' equity: | ||
Class A ordinary shares, $0.0001 par value; share subject to possible | $ (16,893,332) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Cash equivalents | $ | $ 250,000 |
Anti-dilutive securities attributable to warrants (in shares) | 15,037,074 |
Class B Ordinary shares | |
Shares subject to forfeiture | 24,781 |
Significant Accounting Polici_4
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Redeemable Class A Ordinary Shares | |
Net loss | $ (1,090,322) |
Interest earned on marketable securities held in Trust Account | 2,977 |
Denominator For Calculation Of Earnings Per Share [Abstract] | |
Interest earned on marketable securities held in Trust Account | 2,977 |
Class A Ordinary shares | |
Redeemable Class A Ordinary Shares | |
Interest earned on marketable securities held in Trust Account | 2,977 |
Net income allocable to shares subject to possible redemption | 2,136 |
Denominator For Calculation Of Earnings Per Share [Abstract] | |
Interest earned on marketable securities held in Trust Account | 2,977 |
Less: Income allocable to non-redeemable Class A ordinary shares | $ 2,136 |
Class A ordinary shares subject to redemption | |
Redeemable Class A Ordinary Shares | |
Basic and diluted weighted average shares outstanding | shares | 23,666,384 |
Basic and diluted net income per share | $ / shares | $ 0 |
Denominator For Calculation Of Earnings Per Share [Abstract] | |
Weighted average shares outstanding, basic and diluted | shares | 23,666,384 |
Basic and diluted net loss per ordinary share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Redeemable Class A Ordinary Shares | |
Net loss | $ (1,090,322) |
Adjusted net loss | (1,088,186) |
Net income allocable to shares subject to possible redemption | $ 2,136 |
Basic and diluted weighted average shares outstanding | shares | 6,999,117 |
Basic and diluted net income per share | $ / shares | $ (0.16) |
Denominator For Calculation Of Earnings Per Share [Abstract] | |
Less: Income allocable to non-redeemable Class A ordinary shares | $ 2,136 |
Weighted average shares outstanding, basic and diluted | shares | 6,999,117 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.16) |
Non-redeemable Class A and Class B ordinary shares | |
Redeemable Class A Ordinary Shares | |
Net income allocable to shares subject to possible redemption | $ (841) |
Basic and diluted weighted average shares outstanding | shares | 6,999,117 |
Basic and diluted net income per share | $ / shares | $ (0.16) |
Denominator For Calculation Of Earnings Per Share [Abstract] | |
Less: Income allocable to non-redeemable Class A ordinary shares | $ (841) |
Weighted average shares outstanding, basic and diluted | shares | 6,999,117 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.16) |
Initial Public Offering - Publi
Initial Public Offering - Public Units (Details) - USD ($) | Mar. 24, 2021 | Mar. 15, 2021 | Mar. 31, 2021 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 25,000,000 | ||
Share price | $ / shares | $ 10 | $ 11.50 | |
Proceeds from Issuance Initial Public Offering | $ 250,000,000 | ||
Exercise period of over-allotment | 45 days | ||
Number of shares per Unit | 1 | ||
Number of warrants per Unit | 0.33 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of 28,650,874 Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares) | 3,650,874 | 3,750,000 | |
Maximum number of Public Units permitted to be issued | 3,750,000 | ||
Number of shares issued | 3,650,874 | ||
Proceeds from issuance Units | $ 36,508,740 |
Initial Public Offering - Pub_2
Initial Public Offering - Public Warrants (Details) | Mar. 15, 2021item$ / shares | Mar. 31, 2021USD ($)$ / shares | Mar. 24, 2021$ / shares |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 9.20 | ||
Public Warrants exercisable term after initial Business Combination | 12 months | ||
Threshold period for filling registration statement after business combination | item | 20 | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Threshold consecutive trading days for redemption of public warrants | 20 days | ||
Share price | $ 9.20 | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Aggregate gross proceeds as percentage of total equity proceeds | $ | $ 60 | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | 20 days | ||
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | ||
Share redemption trigger price | $ 10 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 11.50 | ||
Public Warrants exercisable term from the closing of the initial public offering | 30 days | ||
Public Warrants expiration term | 5 years | ||
Maximum threshold period for registration statement to become effective after business combination | item | 60 | ||
Multiplier used in calculating warrant exercise price | 0.361 | ||
Number of trading days on which fair market value of shares is reported | item | 10 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | item | 20 | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | item | 20 | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | 30 days | ||
Private Placement | Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 1.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Mar. 24, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 8,230,176 | |
Exercise price of warrant | $ 9.20 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,000,000 | |
Price of warrants | $ 1.50 | $ 1.50 |
Aggregate purchase price | $ 486,784 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Additional Units Sold Of Shares | 486,784 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 7,500,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,000,000 | |
Aggregate purchase price | $ 730,176 | |
Exercise price of warrant | $ 1.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Apr. 24, 2021shares | Mar. 24, 2021shares | Jan. 12, 2021USD ($)D$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / shares |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 3,650,874 | ||||
Over-allotment option | Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 99,126 | ||||
Class B Ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 719 | ||||
Number of shares issued | 7,187,500 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares subject to forfeiture | 24,781 | ||||
Class B Ordinary shares | Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 24,781 | ||||
Class B Ordinary shares | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Maximum Common Stock Shares Subject To Forfeiture | 24,781 | ||||
Founder Shares | Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Shares forfeited | shares | 24,781 | ||||
Founder Shares | Sponsor | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Maximum Common Stock Shares Subject To Forfeiture | 912,719 | ||||
Founder Shares | Sponsor | Class B Ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Share price | $ / shares | $ / shares | $ 0.003 | ||||
Number of shares issued | 7,187,500 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Shares subject to forfeiture | 937,500 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Jan. 11, 2021 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 84,992 | |
Proceeds from promissory note - related party | 300,000 | |
Expenses per month | 10,000 | |
Expenses incurred and paid | 5,000 | |
Sponsor | ||
Related Party Transaction [Line Items] | ||
Due to related party | 79,992 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 24, 2021USD ($)shares | Mar. 15, 2021USD ($)shares | Mar. 31, 2021itemshares |
Maximum number of demands for registration of securities | item | 3 | ||
Underwriter cash discount | $ 5,000,000 | ||
Initial Public Offering | |||
Number of units sold | shares | 25,000,000 | ||
Percentage of deferred underwriting fee | 3.50% | ||
Over-allotment option | |||
Underwriting option period | 45 days | ||
Underwriter cash discount | $ 730,175 | ||
Number of units sold | shares | 3,650,874 | 3,750,000 | |
Aggregate deferred underwriting fee payable | $ 10,027,806 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Apr. 24, 2021shares | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Aggregated shares issuable upon converted basis (in percent) | 20.00% | ||
Class A Ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 200,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, shares issued (in shares) | 3,270,210 | ||
Common shares, shares outstanding (in shares) | 3,270,210 | ||
Class A common stock subject to possible redemption, issued (in shares) | 25,380,664 | ||
Class B Ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 7,187,500 | ||
Common shares, shares outstanding (in shares) | 7,187,500 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 7,187,500 | ||
Class B Ordinary shares | Subsequent Event | |||
Class of Stock [Line Items] | |||
Number of shares forfeited | 24,781 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2021 | Mar. 15, 2021 |
Assets: | ||
U.S. Money Market held in Trust Account | $ 286,511,718 | |
Liabilities: | ||
Warrant liability | 19,427,900 | $ 16,893,332 |
Recurring | ||
Assets: | ||
U.S. Money Market held in Trust Account | 286,511,718 | |
Liabilities: | ||
Warrant liability | 19,427,900 | |
Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 12,338,975 | |
Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 7,088,925 | |
Level 1 | Recurring | ||
Assets: | ||
U.S. Money Market held in Trust Account | 286,511,718 | |
Level 3 | Recurring | ||
Liabilities: | ||
Warrant liability | 19,427,900 | |
Level 3 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 12,338,975 | |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 7,088,925 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Warrant liabilities at (inception) | $ 0 |
Initial measurement | 16,893,332 |
Change in fair value of warrants | 333,333 |
Warrant liabilities at end of period | 19,427,900 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Warrant liabilities at (inception) | 0 |
Initial measurement | 6,335,000 |
Change in fair value of warrants | 125,000 |
Warrant liabilities at end of period | 7,088,925 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Warrant liabilities at (inception) | 0 |
Initial measurement | 10,558,332 |
Change in fair value of warrants | 208,333 |
Warrant liabilities at end of period | 12,338,975 |
Over-allotment option | Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement | 2,201,235 |
Over-allotment option | Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement | 628,925 |
Over-allotment option | Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement | $ 1,572,310 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Mar. 31, 2021Y | Mar. 15, 2021Y |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.14 | 1.05 |
Expected term remaining (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.96 | 6 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 19 | 19 |
Share price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | 10 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Apr. 24, 2021 | Mar. 24, 2021 | Mar. 31, 2021 |
Class B Ordinary shares | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 7,187,500 | ||
Shares subject to forfeiture | 24,781 | ||
Subsequent Event | Class B Ordinary shares | |||
Subsequent Event [Line Items] | |||
Shares subject to forfeiture | 24,781 | ||
Over-allotment option | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 3,650,874 | ||
Over-allotment option | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 99,126 |