Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Lerer Hippeau Acquisition Corp. | |
Entity Central Index Key | 0001841948 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | LHAA | |
Security Exchange Name | NASDAQ | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-40168 | |
Entity Tax Identification Number | 86-1418494 | |
Entity Address, Address Line One | 100 Crosby Street | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10012 | |
City Area Code | 646 | |
Local Phone Number | 237- 4837 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Class A common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,951,509 | |
Class B common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,566,546 |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2021USD ($) |
Current assets: | |
Cash | $ 2,157,623 |
Prepaid expenses | 883,372 |
Total current assets | 3,040,995 |
Investments held in Trust Account | 222,665,088 |
Total Assets | 225,706,083 |
Current liabilities: | |
Accounts payable | 1,261,862 |
Accrued expenses | 74,321 |
Franchise tax payable | 32,672 |
Total current liabilities | 1,368,855 |
Deferred underwriting commissions | 7,793,165 |
Total liabilities | 9,162,020 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 21,154,406 shares subject to possible redemption at $10.00 per share | 211,544,060 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,117,861 |
Accumulated deficit | (118,595) |
Total stockholders' equity | 5,000,003 |
Total Liabilities and Stockholders' Equity | 225,706,083 |
Common Class A [Member] | |
Stockholders' Equity: | |
Common Stock, Value | 180 |
Total stockholders' equity | 180 |
Common Class B [Member] | |
Stockholders' Equity: | |
Common Stock, Value | 557 |
Total stockholders' equity | $ 557 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Temporary Equity, Shares Outstanding | 21,154,406 |
Redemption of stock price per share | $ / shares | $ 10 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | 0.0001 |
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] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Temporary Equity, Shares Outstanding | 21,154,406 |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, Shares, Issued | 1,797,103 |
Common Stock, Shares, Outstanding | 1,797,103 |
Common Class B [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Issued | 5,566,546 |
Common Stock, Shares, Outstanding | 5,566,546 |
Condensed Statement Of Operatio
Condensed Statement Of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 80,774 |
Administrative expenses—related party | 8,387 |
Franchise tax expenses | 32,672 |
Loss from operations | (121,833) |
Gain on investments held in Trust Account | 3,238 |
Net loss | $ (118,595) |
ClassA redeemable common stock [Member] | |
Basic and diluted weighted average shares outstanding | shares | 22,266,185 |
Basic and diluted net income per share | $ / shares | |
ClassA and ClassBnonredeemablecommon stock [Member] | |
Basic and diluted weighted average shares outstanding | shares | 5,405,535 |
Basic and diluted net income per share | $ / shares | $ (0.02) |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance Beginning at Jan. 11, 2021 | |||||
Balance Beginning, Shares at Jan. 11, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 25,000 | $ 575 | $ 24,425 | ||
Issuance of Class B common stock to Sponsor, Shares | 5,750,000 | ||||
Sale of shares in initial public offering, gross | $ 222,661,850 | $ 2,227 | 222,659,623 | ||
Sale of shares in initial public offering, gross, Shares | 22,266,185 | ||||
Offering costs | (12,877,432) | (12,877,432) | |||
Sale of private placement shares to Sponsor in private placement | 6,853,240 | $ 69 | 6,853,171 | ||
Sale of private placement shares to Sponsor in private placement, Shares | 685,324 | ||||
Forfeiture of Class B common stock | $ (18) | 18 | |||
Forfeiture of Class B common stock, Shares | (183,454) | ||||
Common stock subject to possible redemption | (211,544,060) | $ (2,116) | (211,541,944) | ||
Common stock subject to possible redemption, Shares | (21,154,406) | ||||
Net loss | (118,595) | $ (118,595) | |||
Balance Ending at Mar. 31, 2021 | $ 5,000,003 | $ 180 | $ 557 | $ 5,117,861 | $ (118,595) |
Balance Ending, Shares at Mar. 31, 2021 | 1,797,103 | 5,566,546 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (118,595) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Gain on investments held in Trust Account | (3,238) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (883,372) |
Accounts payable | 943,568 |
Accrued expenses | 4,321 |
Franchise tax payable | 32,672 |
Net cash used in operating activities | (24,644) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (222,661,850) |
Net cash used in investing activities | (222,661,850) |
Cash Flows from Financing Activities: | |
Repayment of note payment to related party | (65,093) |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds received from initial public offering, gross | 222,661,850 |
Proceeds received from private placement | 6,853,240 |
Offering costs paid | (4,630,880) |
Net cash provided by financing activities | 224,844,117 |
Net increase in cash | 2,157,623 |
Cash—beginning of the period | |
Cash—end of the period | 2,157,623 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accounts payable | 318,294 |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid by related party under promissory note | 65,093 |
Deferred underwriting commissions in connection with the initial public offering | 7,793,165 |
Initial value of Class A common stock subject to possible redemption | 211,596,640 |
Change in value of Class A common stock subject to possible redemption | $ (52,580) |
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 Lerer Hippeau Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 12, 2021 (inception) through March 31, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is LHAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 202 1 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 685,324 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $222.7 million ($10.00 per Share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds 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 Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders (the “Public Stockholders”) of 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply 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”). The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $2.2 million in its operating bank account, and working capital of approximately $1.7 million (not taking into account approximately $33,000 in tax obligations that may be paid using investment income earned in Trust Account). The Company’s liquidity needs to date have been satisfied through a cash contribution of $25,000 from Sponsor to purchase the Founder Shares (as defined in Note 4), the loan of approximately $65,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 11, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 12, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statement(s) and notes thereto included in the Company’s final prospectus and Form 8-K filed with the SEC on March 5, 2021 and March 10, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 held outside the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investment Securities Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in Gain on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets of approximately $25,000 with a full valuation recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net loss per share of common stock Net income per share of common stock is computed by dividing net income by the weighted-average number of common stock outstanding during the period. As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period presented. The Company’s unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares of Class A redeemable common stock is calculated by dividing the gain on investments held in the Trust Account of approximately $3,000, net of applicable taxes available to be withdrawn from the Trust Account, which was for the period from January 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A redeemable common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class A and Class B non-redeemable common stock is calculated by dividing the net loss of approximately less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period. Recent Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt 470-20) 815-40): 2020-06”), 2020-06 2 Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On March 9, 2021, the Company consummated its Initial Public Offering of 22,266,185 Public Shares, including the issuance of 2,266,185 Public Shares as a result of the underwriters’ partial exercise of its over-allotment option, at $10.00 per share, generating gross proceeds of approximately $222.7 million, and incurring offering costs of approximately $12.9 million, inclusive of approximately $7.8 million in deferred underwriting commissions. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 20, 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. The initial stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 9, 2021, the underwriter partially exercised the over-allotment option to purchase 2,266,185 Public Shares and forfeited the remainder of its option; thus, an aggregate of 183,454 Founder Shares were forfeited and canceled by the Company. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 685,324 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million. A portion of the proceeds from the sale of the Private Placement Shares to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On January 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately under the Note and on March 11, 2021, the Company repaid the Note in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on NASDAQ and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket During the period from January 12, 2021 (inception) through March 31, 2021, the Company incurred approximately $8,000 in expenses for these services, which is included in administrative expenses – related party on the accompanying statement of operations. As of March 31, 2021, we have outstanding approximately |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. 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 were entitled to an underwriting discount of $0.20 per Public Share, or approximately $4.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $7.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6 — Stockholders’ Equity Preferred Stock— Class A Common Stock— Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active (Level 1) Significant (Level 2) Significant (Level 3) Funds that invest in U.S. Treasury Securities $ 222,665,088 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from January 12, 2021 (inception) through March 31, 2021. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 12, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statement(s) and notes thereto included in the Company’s final prospectus and Form 8-K filed with the SEC on March 5, 2021 and March 10, 2021, respectively. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 held outside the Trust Account. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investment Securities Held in Trust Account | Investment Securities Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in Gain on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A Common Stock Shares Subject to Possible Redemption | Class A Common Stock Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets of approximately $25,000 with a full valuation recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net loss per share of common stock | Net loss per share of common stock Net income per share of common stock is computed by dividing net income by the weighted-average number of common stock outstanding during the period. As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period presented. The Company’s unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares of Class A redeemable common stock is calculated by dividing the gain on investments held in the Trust Account of approximately $3,000, net of applicable taxes available to be withdrawn from the Trust Account, which was for the period from January 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A redeemable common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class A and Class B non-redeemable common stock is calculated by dividing the net loss of approximately less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period. |
Recent Adopted Accounting Pronouncement | Recent Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt 470-20) 815-40): 2020-06”), 2020-06 2 Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active (Level 1) Significant (Level 2) Significant (Level 3) Funds that invest in U.S. Treasury Securities $ 222,665,088 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 09, 2021 | Mar. 31, 2021 | May 31, 2021 |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Sale of stock issue price per share | $ 0.35 | $ 0.35 | ||
Gross proceeds from share issued | $ 222,700,000 | $ 25,000 | ||
Offering cost | 12,900,000 | 4,630,880 | ||
Deferred underwriting commissions non current | $ 7,793,165 | 7,800,000 | 7,793,165 | |
Proceeds from Issuance of Private Placement | $ 6,900,000 | |||
Percent of net assets held in the trust account | 80.00% | 80.00% | ||
Percentage of voting interests acquired | 50.00% | 50.00% | ||
Redemption of stock price per share | $ 10 | $ 10 | ||
Minimum amount for redemption of net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Percent of stock redeem | 100.00% | 100.00% | ||
Interest on dissolution expenses | $ 100,000 | |||
Per share value of the residual assets remaining available for distribution | $ 10 | $ 10 | ||
Amount per public share held in the Trust Account | 10 | 10 | ||
Maximum [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Amount per public share held in the Trust Account | $ 10 | $ 10 | ||
Liquidity [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Amount held at bank | $ 2,200,000 | $ 2,200,000 | ||
Working capital amount | 1,700,000 | 1,700,000 | ||
Investment Income, Interest | 33,000 | |||
Related Party Transaction, Amounts paid | 25,000 | |||
Loan amount | $ 65,000 | $ 65,000 | ||
Working capital loan | $ 0 | |||
Private Placement [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Warrants issued during the period | 685,324 | |||
Warrants issued price per warrant | $ 10 | $ 10 | $ 10 | |
Proceeds from Issuance of Private Placement | $ 6,900,000 | |||
IPO [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares, new issues | 22,266,185 | |||
Sale of stock issue price per share | $ 10 | |||
IPO [Member] | Over-Allotment Option [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares, new issues | 2,266,185 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Federal depository insurance coverage limit | $ 250,000 |
Class A common stock subject to possible redemption | 211,544,060 |
Deferred tax assets | 25,000 |
Gain on investments held in the Trust Account | 3,000 |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Class A common stock subject to possible redemption | $ 21,154,406 |
Class A redeemable common stock [Member] | |
Class of Stock [Line Items] | |
Basic and diluted net income per share | $ / shares | $ 0 |
Class A and Class B non-redeemable common stock [Member] | |
Class of Stock [Line Items] | |
Basic and diluted weighted average shares outstanding | shares | 119,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 |
Public Offering [Line Items] | ||
Sale of stock issue price per share | $ 0.35 | |
Gross proceeds from share issued | $ 222,700,000 | $ 25,000 |
Offering cost | 12,900,000 | $ 4,630,880 |
Deferred underwriting commissions non current | $ 7,800,000 | |
IPO [Member] | ||
Public Offering [Line Items] | ||
Stock issued during period shares, new issues | 22,266,185 | |
Sale of stock issue price per share | $ 10 | |
IPO [Member] | Over-Allotment Option [Member] | ||
Public Offering [Line Items] | ||
Stock issued during period shares, new issues | 2,266,185 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Jan. 20, 2021 | Jan. 19, 2021 | Mar. 31, 2021 | May 31, 2021 | Mar. 11, 2021 |
Related Party Transaction [Line Items] | ||||||
Sale of stock issue price per share | $ 0.35 | |||||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |||||
Proceeds from Issuance of Private Placement | $ 6,900,000 | |||||
Debt Conversion, Warrants Issued | $ 1,500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||
Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued during the period | 685,324 | |||||
Warrants issued price per warrant | $ 10 | $ 10 | ||||
Proceeds from Issuance of Private Placement | $ 6,900,000 | |||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |||||
Sponsor [Member] | Related Party Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loan received from related party | $ 300,000 | |||||
Promissory notes Payable | $ 65,000 | |||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amounts of transaction per month | $ 10,000 | |||||
Related party expense for administrative services | 8,000 | |||||
Accounts Payable, Related Parties | $ 8,000 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares, new issues | 5,750,000 | |||||
Sale of stock issue price per share | $ 0.0001 | |||||
Related Party Transaction, Amounts paid | $ 25,000 | |||||
Ordinary shares were subject to forfeiture | 183,454 | 750,000 | ||||
Proposed offering, percentage | 20.00% | |||||
Share transfer, trigger price price per share | $ 12 | |||||
Number of consecutive trading days for determining share price | 20 days | |||||
Number of trading days for determining share price | 30 days | |||||
Number of days for a particular event to get over for determining trading period | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2021 | Mar. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Additional sale of stock | 3,000,000 | |
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |
UnderWriting discount per unit | $ 0.20 | |
Payments for Underwriting Expense | $ 4.5 | |
Sale of stock issue price per share | $ 0.35 | |
Deferred underwriting commissions | $ 7.8 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 09, 2021 | Jan. 20, 2021 | Mar. 31, 2021 | Jan. 11, 2021 |
Preferred Stock, Shares Authorized | 1,000,000 | |||
Preferred Stock, Par Value | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | |||
Preferred Stock, Shares Outstanding | 0 | |||
Common Stock, Shares, Outstanding | ||||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |||
Temporary Equity, Shares Outstanding | 21,154,406 | |||
Common Class A [Member] | ||||
Common Stock, Shares Authorized | 200,000,000 | |||
Common Stock, Par Value | $ 0.0001 | |||
Common Stock, Shares, Issued | 1,797,103 | |||
Common Stock, Shares, Outstanding | 1,797,103 | |||
Shares forfeiture | ||||
Share conversion percentage | 20.00% | |||
Common Stock, Voting Rights | one-for-one basis | |||
Temporary Equity, Shares Outstanding | 21,154,406 | |||
Common Class B [Member] | ||||
Common Stock, Shares Authorized | 20,000,000 | |||
Common Stock, Par Value | $ 0.0001 | |||
Common Stock, Shares, Issued | 5,750,000 | 5,566,546 | ||
Common Stock, Shares, Outstanding | 5,750,000 | 5,566,546 | ||
Shares forfeiture | 183,454 | 750,000 | 183,454 | |
Proposed offering, percentage | 20.00% | |||
Stock Issued During Period, Stock Options Exercised | 2,266,185 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Detail) - US Treasury Securities [Member] | Mar. 31, 2021USD ($) |
Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Funds that invest in U.S. Treasury Securities | $ 222,665,088 |
Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Funds that invest in U.S. Treasury Securities | |
Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Funds that invest in U.S. Treasury Securities |