Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | PERIDOT ACQUISITION CORP. II | |
Entity Central Index Key | 0001841845 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | TX | |
Entity Incorporation, State or Country Code | E9 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Ex Transition Period | false | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | PDOT.U | |
Security Exchange Name | NYSE | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | PDOT WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | PDOT | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 40,845,476 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,211,369 |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2021USD ($) |
Current assets | |
Cash | $ 552,580 |
Prepaid expenses and other current assets | 841,537 |
Total current assets | 1,394,117 |
Cash and marketable securities held in Trust Account | 408,463,243 |
TOTAL ASSETS | 409,857,360 |
Current liabilities | |
Accounts payable and accrued expenses | 69,701 |
Total current liabilities | 69,701 |
Warrant liability | 14,120,406 |
Deferred underwriting fee payable | 14,295,917 |
Total Liabilities | 28,486,024 |
Commitments | |
Class A ordinary shares subject to possible redemption 37,637,133 shares at $10.00 per share redemption value | 376,371,330 |
Shareholders' Equity | |
Preference shares | 0 |
Additional paid-in capital | 1,717,581 |
Retained earnings | 3,281,083 |
Total Shareholders' Equity | 5,000,006 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 409,857,360 |
Common Class A [Member] | |
Shareholders' Equity | |
Ordinary shares | 321 |
Common Class B [Member] | |
Shareholders' Equity | |
Ordinary shares | $ 1,021 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Ordinary shares subject to possible redemption shares | 37,637,133 |
Ordinary shares subject to possible redemption price per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares issued | 3,208,343 |
Common stock, shares outstanding | 3,208,343 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 30,000,000 |
Common stock, shares issued | 10,211,369 |
Common stock, shares outstanding | 10,211,369 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operational costs | $ 112,506 |
Loss from operations | (112,506) |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | 8,483 |
Change in fair value of warrant liability | 3,851,020 |
Offering costs allocated to warrant liability | (465,914) |
Net income | 3,281,083 |
Class A Redeemable ordinary shares [Member] | |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | $ 8,483 |
Weighted average shares outstanding | shares | 39,391,833 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class B Non Redeemable ordinary shares [Member] | |
Other income (expense): | |
Net income | $ 3,281,083 |
Weighted average shares outstanding | shares | 9,223,147 |
Basic and diluted net income per share | $ / shares | $ 0.35 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Class A Ordinary Shares [Member]Common Stock [Member] | Class B Ordinary Shares [Member]Common Stock [Member] |
Beginning balance at Jan. 07, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance, Shares at Jan. 07, 2021 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor, Shares | 0 | 10,350,000 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 23,965 | 0 | $ 0 | $ 1,035 |
Sale of Units, net of underwriting discounts, offering costs, and initial fair value of Public Warrants, Shares | 40,845,476 | 0 | |||
Sale of Units, net of underwriting discounts, offering costs, and initial fair value of Public Warrants | 377,861,871 | 377,857,786 | 0 | $ 4,085 | $ 0 |
Excess of cash received over the fair value of Private Placement Warrants | 203,382 | 203,382 | 0 | $ 0 | $ 0 |
Forfeiture of Founder Shares, Shares | 0 | (138,631) | |||
Forfeiture of Founder Shares | 0 | 14 | 0 | $ 0 | $ (14) |
Class A ordinary shares subject to possible redemption, Shares | (37,637,133) | 0 | |||
Class A ordinary shares subject to possible redemption | (376,371,330) | (376,367,566) | 0 | $ (3,764) | $ 0 |
Net income | 3,281,083 | 3,281,083 | |||
Ending balance at Mar. 31, 2021 | $ 5,000,006 | $ 1,717,581 | $ 3,281,083 | $ 321 | $ 1,021 |
Ending balance, Shares at Mar. 31, 2021 | 3,208,343 | 10,211,369 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,281,083 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Formation costs paid by sponsor | 5,000 |
Interest earned on marketable securities held in Trust Account | (8,483) |
Change in fair value of warrant liability | (3,851,020) |
Offering costs allocated to warrant liablity | 465,914 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (841,537) |
Accounts payable and accrued expenses | 69,701 |
Net cash used in operating activities | (879,342) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (408,454,760) |
Net cash used in investing activities | (408,454,760) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 400,285,665 |
Proceeds from sale of Private Placement Units | 10,169,095 |
Proceeds from promissory note – related party | 29,878 |
Repayment of promissory note – related party | (140,368) |
Payment of offering costs | (457,588) |
Net cash provided by financing activities | 409,886,682 |
Net Change in Cash | 552,580 |
Cash – Beginning of period | 0 |
Cash – End of period | 552,580 |
Non-Cash investing and financing activities: | |
Offering costs paid by Sponsor in exchange for the issuance of founder shares | 20,000 |
Offering costs paid through promissory note | 110,490 |
Initial classification of ordinary shares subject to possible redemption | 327,759,920 |
Change in value of ordinary shares subject to possible redemption | 48,611,410 |
Deferred underwriting fee payable | 14,295,917 |
Forfeiture of founder shares | $ (14) |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Peridot Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 8, 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 (a “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on environmentally sound infrastructure, industrial applications and disruptive technologies that eliminate or mitigate greenhouse gas (GHG) emissions and/or enhance resilience to climate change. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 8, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 8, 2021. On March 11, 2021, the Company consummated its Initial Public Offering of an aggregate 36,000,000 Units, at $10.00 per Unit (a “Unit” and, with respect to the Class A Ordinary Shares included in the Units sold, the “Public Shares”), and a private placement with Peridot Acquisition Sponsor II, LLC (the “Sponsor”) of 9,200,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant, generating $360,000,000 of proceeds that was deposited in the Company’s trust account. On March 17, 2021, the Company issued an additional 4,845,476 Units pursuant to the partial exercise by the underwriters of their over-allotment option in connection with the Initial Public Offering. Such Units were priced at $10.00 per unit, generating total gross proceeds of $48,454,760. Concurrently, the Sponsor also purchased an additional 969,095 private placement warrants for $969,095 to cover the underwriters’ partial exercise of their over-allotment option in connection with the Initial Public Offering, as further described in Note 4. Of the proceeds received from the consummation of the Initial Public Offering, the private placement purchases by the Sponsor and the sale of the over-allotment Units, $408,454,760 (or $10.00 per unit sold in the public offering) was deposited in the Company’s trust account. Transaction costs amounted to $23,053,090, consisting of $8,169,095 of underwriting fees, $14,295,917 of deferred underwriting fees and $588,078 of other offering costs; of this amount $465,914 was expensed as of the date of the initial public offering and $22,587,176 was charged to shareholders’ equity. At March 31, 2021, cash of $552,580 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Following the closing of the Initial Public Offering on March 11, 2021 and partial exercise of the underwriters’ over-allotment option on March 17, 2021, $408,454,760 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until March 11, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements 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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 10, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on March 11, 2021 and March 17, 2021. The interim results for the period from January 8, 2021 (inception) through 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. Correction of previously issue d The company corrected certain line items related to the previously audited balance sheet as of March 11, 2021in the Form 8-K 815-40, 815-40”). million in the amount of Class A ordinary shares subject to redemption, an increase paid-in Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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) are 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, at March 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $22,587,176 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $465,914 of the offering costs were related to the warrant liabilities and charged to the statement of operations. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statements 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 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. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 18,338,190 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the period March 31, Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest income $ 8,483 Net income $ 8,483 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 39,391,833 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net income Net income $ 3,281,083 Redeemable Net Earnings (8,483 ) Non-Redeemable income $ 3,272,600 Denominator: Weighted Average Non-Redeemable Non-Redeemable 9,223,147 Earnings Non-Redeemable $ 0.35 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other accompanying |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering, on March 11, 2021, the Company sold 36,000,000 10.00 one-fifth 11.50 10.00 360,000,000 4,845,476 10.00 48,454,760 48,454,760 408,454,760 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 9,200,000 1.00 9,200,000 969,095 1.00 969,095 11.50 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares During the period ended March 31, 2021 the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 10,350,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,350,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note – Related Party On January 13, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Administrative Support Agreement On March 8, 2021, the Company entered into an agreement to pay an affiliate of our Sponsor a monthly fee of $40,000 for office space, secretarial and administrative support services to the Company until the Company’s initial business combination or liquidation and, upon the earlier of the Business Combination or the Company’s liquidation, at the affiliate’s option, a payment equal to $960,000 less any amounts previously paid. During the period ended March 31, 2021 the Company incurred and accrued $40,000 relating to this agreement. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholder Rights Pursuant to a registration and shareholder rights agreement entered into on March 8, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights. The holders of these securities will be 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 completion of a 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 lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,295,917 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 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares At March 31 , 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares and Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of 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, the Company 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 a 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading sub-divisions, If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its 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 Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At March 31, 2021, assets held in the Trust Account were comprised of $1,568 of cash and $408,461,675 in U.S. Treasury securities. During the period The following table presents information about the Company’s assets and liabilities 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. Held-To-Maturity Level Amortized Gross Fair Value Assets: March 31, 2021 U.S. Treasury Securities (Mature on 9/9/2021) 1 $ 408,461,675 $ 8,483 $ 408,489,061 Liabilities: March 31, 2021 Warrant Liability – Public Warrants 3 6,290,203 March 31, 2021 Warrant Liability – Private Placement Warrants 3 7,830,203 The Warrants are 815-40 Initial Measurement The Company established the initial fair value for the Warrants on March 11, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fifth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date and March 31, 2021 due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and March 31, 2021: Input March 11, March 31, 2021 Risk-free interest rate 0.99 % 1.15 % Expected term to business combination (years) 1 0.9 Expected volatility 14.5 % 12.0 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 10.02 $ 9.94 The following table presents that changes in the fair value of warrant liabilities. P ublic P rivate Placement Warrant Liabilities Fair value as of Inception $ — $ — $ — Initial measurement on March 11, 2021 8,005,713 9,965,713 17,971,426 Change in valuation inputs or other assumptions (1,715,510 ) (2,135,510 ) (3,851,020 ) Fair value as of March 31, 2021 $ 6,290,203 $ 7,830,203 $ 14,120,406 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements 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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 10, 2021, as well as the Company’s Current Reports on Form 8-K, |
Correction of previously issued financial statement | Correction of previously issue d The company corrected certain line items related to the previously audited balance sheet as of March 11, 2021in the Form 8-K 815-40, 815-40”). million in the amount of Class A ordinary shares subject to redemption, an increase paid-in |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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) are 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, at March 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $22,587,176 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $465,914 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statements 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 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. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 18,338,190 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the period March 31, Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest income $ 8,483 Net income $ 8,483 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 39,391,833 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net income Net income $ 3,281,083 Redeemable Net Earnings (8,483 ) Non-Redeemable income $ 3,272,600 Denominator: Weighted Average Non-Redeemable Non-Redeemable 9,223,147 Earnings Non-Redeemable $ 0.35 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other accompanying |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the period March 31, Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest income $ 8,483 Net income $ 8,483 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 39,391,833 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net income Net income $ 3,281,083 Redeemable Net Earnings (8,483 ) Non-Redeemable income $ 3,272,600 Denominator: Weighted Average Non-Redeemable Non-Redeemable 9,223,147 Earnings Non-Redeemable $ 0.35 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Held-To-Maturity Level Amortized Gross Fair Value Assets: March 31, 2021 U.S. Treasury Securities (Mature on 9/9/2021) 1 $ 408,461,675 $ 8,483 $ 408,489,061 Liabilities: March 31, 2021 Warrant Liability – Public Warrants 3 6,290,203 March 31, 2021 Warrant Liability – Private Placement Warrants 3 7,830,203 |
Summary of Warrants | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and March 31, 2021: Input March 11, March 31, 2021 Risk-free interest rate 0.99 % 1.15 % Expected term to business combination (years) 1 0.9 Expected volatility 14.5 % 12.0 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 10.02 $ 9.94 |
Summary of Change in the Fair Value of Warrant Liabilities | The following table presents that changes in the fair value of warrant liabilities. P ublic P rivate Placement Warrant Liabilities Fair value as of Inception $ — $ — $ — Initial measurement on March 11, 2021 8,005,713 9,965,713 17,971,426 Change in valuation inputs or other assumptions (1,715,510 ) (2,135,510 ) (3,851,020 ) Fair value as of March 31, 2021 $ 6,290,203 $ 7,830,203 $ 14,120,406 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 17, 2021 | Mar. 11, 2021 | Mar. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Transaction costs | $ 23,053,090 | ||
Underwriting fees | 8,169,095 | ||
Deferred Underwriting Fee Payable | 14,295,917 | ||
Other offering costs | 588,078 | ||
Adjustment to additional paid in capital stock issuance costs | $ 22,587,176 | ||
Acquirees assets as a percentage of net market value of assets held in trust account | 80.00% | ||
Equity method investment ownership percentage | 50.00% | ||
Business Acquisition, share price | $ 10 | ||
Minimum networth to effect a business combination | $ 5,000,001 | ||
Percentage of public shares eligible to be transferred or redeemed without any restriction | 15.00% | ||
Business Combination date | Mar. 11, 2023 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
Dissolution expenses payable | $ 100,000 | ||
Per share amount to be maintained in the trust account | $ 10 | ||
Payment to acquire restricted investments | $ 48,454,760 | ||
Other Expense [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Transaction costs | $ 465,914 | ||
Trust Account [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Payment to acquire restricted investments | $ 408,454,760 | ||
Restricted investment value per share | $ 10 | ||
Term of restricted investments | 185 days | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of units, Number of units Issued in Transaction | 36,000,000 | ||
Sale of units, Price Per units | $ 10 | ||
Sale of units, Consideration Received on Transaction | $ 360,000,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | Sponser [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of units, Number of units Issued in Transaction | 969,095 | 9,200,000 | |
Sale of units, Price Per units | $ 1 | $ 1 | |
Sale of units, Consideration Received on Transaction | $ 969,095 | $ 9,200,000 | |
Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of units, Number of units Issued in Transaction | 4,845,476 | ||
Sale of units, Price Per units | $ 10 | ||
Sale of units, Consideration Received on Transaction | $ 48,454,760 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 11, 2021 | |
Increase in warrant liabilities | $ 16,100,000 | |
Increase in additional paid in capital | 400,000 | |
Increase in accumulated deficit | 400,000 | |
Cash equivalents | $ 0 | |
Offering costs related to initial public offering | 22,587,176 | |
Offering costs allocated to warrant liability | 465,914 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits, accrued interest and penalties | 0 | |
Cash insured with federal deposit insurance | $ 250,000 | |
Common Class A [Member] | ||
Increase in common stock subject to possible redemption | $ 16,100,000 | |
Number of securities called by the warrants or rights | 18,338,190 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Earnings Per Share Basic and Diluted (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest income | $ 8,483 |
Numerator: Net income minus Redeemable Net Earnings | |
Net income | 3,281,083 |
Class A Redeemable ordinary shares [Member] | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest income | 8,483 |
Net income allocable to shares subject to redemption | $ 8,483 |
Denominator: Weighted Average Ordinary Shares | |
Weighted average shares outstanding | shares | 39,391,833 |
Earnings/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ 0 |
Class B Non Redeemable ordinary shares [Member] | |
Numerator: Net income minus Redeemable Net Earnings | |
Net income | $ 3,281,083 |
Redeemable Net Earnings | (8,483) |
Non-Redeemable Net income | $ 3,272,600 |
Denominator: Weighted Average Ordinary Shares | |
Weighted average shares outstanding | shares | 9,223,147 |
Earnings/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ 0.35 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | Mar. 17, 2021 | Mar. 11, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Payment to acquire restricted investments | $ 48,454,760 | ||
Assets Held-in-trust, Noncurrent | $ 408,454,760 | $ 408,463,243 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units, Number of units issued | 36,000,000 | ||
Sale of units, price per units | $ 10 | ||
Sale of units, gross proceeds | $ 360,000,000 | ||
Sale of unit, description of transaction | Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). | ||
IPO [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrant exercise price | $ 11.50 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units, Number of units issued | 4,845,476 | ||
Sale of units, price per units | $ 10 | ||
Sale of units, gross proceeds | $ 48,454,760 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] - Private Placement Warrants [Member] - Sponser [Member] - USD ($) | Mar. 17, 2021 | Mar. 11, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units, Number of units issued | 969,095 | 9,200,000 |
Sale of units, price per units | $ 1 | $ 1 |
Sale of units, gross proceeds | $ 969,095 | $ 9,200,000 |
Class of warrant exercise price | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 17, 2021 | Mar. 31, 2021 |
Stock issued during period shares issued for services | $ 25,000 | |
Repayment of related party debt | 140,368 | |
Sponser [Member] | Issuance of Promissory Note [Member] | ||
Debt instrument face value | $ 300,000 | |
Debt instrument maturity date | Jun. 30, 2021 | |
Repayment of related party debt | $ 140,368 | |
Sponser [Member] | Office Space Secretarial and Administrative Support Services [Member] | ||
Related Party Transaction, amounts of transaction | 40,000 | |
Administrative support expenses paid | 40,000 | |
Sponser [Member] | After Completion Of Business Combination [Member] | Working Capital Loans [Member] | ||
Debt instrument converted | $ 1,500,000 | |
Debt instrument conversion price | $ 1 | |
Borrowings | $ 0 | |
Sponser [Member] | After IPO [Member] | ||
Sale of Stock, Percentage of ownership after transaction | 20.00% | |
Sponser [Member] | Private Placement [Member] | ||
Forfeiture of founder shares | 138,631 | |
Common Class B [Member] | Sponser [Member] | ||
Stock issued during period shares issued for services | $ 25,000 | |
Stock issued during period value issued for services | 10,350,000 | |
Common Class B [Member] | Sponser [Member] | After Completion Of Business Combination [Member] | ||
Lock in period of shares | 1 year | |
Share price | $ 12 | |
Number of specific trading days for determining share price | 20 days | |
Total number of trading days for determining the share price | 30 days | |
Waiting time after which share price is considered | 150 days | |
Forecast [Member] | Sponser [Member] | ||
Forfeiture of founder shares | 1,350,000 | |
Forecast [Member] | Sponser [Member] | Completion Of Business Combination or Earlier Upon Redemption or Liquidation [Member] | Office Space Secretarial and Administrative Support Services [Member] | ||
Related Party Transaction, amounts of transaction | $ 960,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Mar. 17, 2021 | Mar. 11, 2021 | Mar. 31, 2021 |
Other Commitments [Line Items] | |||
Deferred underwriting fee payable per unit | $ 0.35 | ||
Deferred underwriting fee payable | $ 14,295,917 | ||
Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Sale of units, Number of units issued | 4,845,476 | ||
Private Placement [Member] | Sponser [Member] | |||
Other Commitments [Line Items] | |||
Forfeiture of founder shares | 138,631 | ||
Underwriters Commitment [Member] | Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Underwriters option days | 45 days | ||
Sale of units, Number of units issued | 5,400,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Percentage of the shares issuable on the percentage of the total paid up share capital | 20.00% |
Conversion of Class B Common Stock into Class A Common Stock [Member] | |
Common stock shares conversion from one class to another class, conversion ratio | one-to-one. |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares issued | 3,208,343 |
Common stock, shares outstanding | 3,208,343 |
Ordinary shares subject to possible redemption shares | 37,637,133 |
Common stock shares voting rights | one vote for each share |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 30,000,000 |
Common stock, shares issued | 10,211,369 |
Common stock, shares outstanding | 10,211,369 |
Common stock shares voting rights | one vote for each share |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Period after business combination within which securities must be registered | 20 days |
Period after business combination within which registration must be effective | 60 days |
After Completion Of Business Combination [Member] | Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable of public warrants | 30 days |
After Completion Of Business Combination [Member] | Private Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Private placement warrants period after which they are exercisable | 30 days |
After Completion Of Initial Public Offering [Member] | Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable of public warrants | 1 year |
Completion Of Business Combination or Earlier Upon Redemption or Liquidation [Member] | Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Expiry term of warrants | 5 years |
Prospective Warrant Redemption [Member] | Public Warrants [Member] | Common Class A [Member] | Share Price Equals or Exceeds $18 [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights redemption price per unit of warrant | $ 0.01 |
Class of warrants redemption notice period | 30 days |
Share redemption trigger price | $ 18 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% |
Prospective Warrant Redemption [Member] | Public Warrants [Member] | Common Class A [Member] | Share Price Equals or Exceeds $10.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights redemption price per unit of warrant | $ 0.10 |
Class of warrants redemption notice period | 30 days |
Share redemption trigger price | $ 10 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Prospective Warrant Redemption [Member] | Public Warrants [Member] | Common Class A [Member] | Share Price Less Than $9.20 [Member] | |
Class of Warrant or Right [Line Items] | |
Share redemption trigger price | $ 9.20 |
Class of warrant or right redemption threshold trading days | 20 days |
Gross proceeds of equity | 60.00% |
Class of warrant or right, exercise price adjustment percentage higher of market value | 115.00% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Interest income | $ 8,483 |
Minimum share price required for redemption of warrants | $ / shares | $ 18 |
Trust Account [Member] | |
Cash held in Trust account | $ 1,568 |
Interest income | 0 |
US Treasury Securities [Member] | Trust Account [Member] | |
Debt securities held to maturity held in trust account | $ 408,461,675 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] | Mar. 31, 2021USD ($) |
U.S. Treasury Securities | Fair Value Level 1 [Member] | |
Assets: | |
Amortized Cost | $ 408,461,675 |
Gross Holding Gain | 8,483 |
Fair Value | 408,489,061 |
Warrant Liability – Public Warrants | Fair Value Level 3 [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 6,290,203 |
Warrant Liability – Private Placement Warrants | Fair Value Level 3 [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | $ 7,830,203 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2021 | |
U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Maturity date | Sep. 9, 2021 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Warrants (Detail) | Mar. 31, 2021yr | Mar. 11, 2021yr |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0115 | 0.0099 |
Expected term to business combination (years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.9 | 1 |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.12 | 0.145 |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Fair value of Units [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.94 | 10.02 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Change in the Fair Value of Warrant Liabilities (Detail) - Warrant Liabilities [Member] | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of Inception | $ 0 |
Initial measurement on March 11, 2021 | 17,971,426 |
Change in valuation inputs or other assumptions | (3,851,020) |
Fair value as of March 31, 2021 | 14,120,406 |
Private Placement [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of Inception | 0 |
Initial measurement on March 11, 2021 | 9,965,713 |
Change in valuation inputs or other assumptions | (2,135,510) |
Fair value as of March 31, 2021 | 7,830,203 |
Public [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of Inception | 0 |
Initial measurement on March 11, 2021 | 8,005,713 |
Change in valuation inputs or other assumptions | (1,715,510) |
Fair value as of March 31, 2021 | $ 6,290,203 |