Document and Entity Information
Document and Entity Information - shares | 2 Months Ended | |
Mar. 31, 2021 | Jun. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40186 | |
Entity Registrant Name | AGILE GROWTH CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1578605 | |
Entity Address, Address Line One | Riverside Center | |
Entity Address, Address Line Two | 275 Grove Street | |
Entity Address, Address Line Three | Suite 2-400 | |
Entity Address, City or Town | Newton | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 02466 | |
City Area Code | 617 | |
Local Phone Number | 663-5997 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001842329 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant | |
Trading Symbol | AGGRU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the Units | |
Trading Symbol | AGGR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 31,000,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
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 $11.50 | |
Trading Symbol | AGGRW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,750,000 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Mar. 31, 2021USD ($) |
Current assets: | |
Cash | $ 1,516,885 |
Prepaid expenses | 938,826 |
Total current assets | 2,455,711 |
Investments held in Trust Account | 310,000,804 |
Total Assets | 312,456,515 |
Current liabilities: | |
Accounts payable | 11,351 |
Accrued expenses | 151,568 |
Total current liabilities | 162,919 |
Deferred underwriting commissions | 10,850,000 |
Derivative warrant liabilities | 10,746,670 |
Total liabilities | 21,759,589 |
Commitments and Contingencies | |
Shareholders' Equity: | |
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |
Additional paid-in capital | 1,602,768 |
Retained earnings | 3,396,132 |
Total shareholders' equity | 5,000,005 |
Total Liabilities and Shareholders' Equity | 312,456,515 |
Class A Ordinary Shares | |
Shareholders' Equity: | |
Total shareholders' equity | 243 |
Class A Ordinary Shares subject to possible redemption | |
Current liabilities: | |
Class A common shares, $0.0001 par value; shares subject to possible redemption | 285,696,921 |
Class A Common Stock Not Subject to Redemption | |
Shareholders' Equity: | |
Ordinary shares | 243 |
Class B Ordinary Shares | |
Shareholders' Equity: | |
Ordinary shares | 862 |
Total shareholders' equity | $ 862 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) | Jan. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock Not Subject to Redemption | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 400,000,000 |
Class B Ordinary Shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 40,000,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 2 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 164,052 |
General and administrative expenses- related party | 40,000 |
Loss from operations | (204,052) |
Change in fair value of derivative warrant liabilities | 4,133,330 |
Financing costs allocated to warrants | (533,950) |
Income from investments held in Trust Account | 804 |
Net income | $ 3,396,132 |
Class A Ordinary Shares subject to possible redemption | |
Weighted average shares outstanding, basic and diluted | shares | 29,090,127 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Weighted average shares outstanding, basic and diluted | shares | 8,045,678 |
Basic and diluted net income per share | $ / shares | $ 0.42 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - shares | Apr. 23, 2021 | Mar. 16, 2021 | Mar. 31, 2021 |
Class A Ordinary Shares subject to possible redemption | |||
Temporary equity, shares outstanding | 28,569,618 | ||
Class B Ordinary Shares | |||
Maximum common shares subject to forfeiture | 1,125,000 | ||
Number of shares issued | 8,625,000 | ||
Shares remained subject to forfeiture | 875,000 | ||
Class B Ordinary Shares | Subsequent Event | |||
Shares subject to forfeiture ( in shares) | 875,000 | ||
Class B Ordinary Shares | Over-allotment option | |||
Number of shares issued | 1,000,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 2 months ended Mar. 31, 2021 - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Retained Earnings | Total |
Balance at the beginning at Jan. 20, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jan. 20, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 862 | 24,138 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | 8,625,000 | ||||
Sale of shares in initial public offering and over-allotment option exercise, less allocation to derivative warrant liabilities, net | $ 3,100 | 300,696,900 | 300,700,000 | ||
Sale of shares in initial public offering and over-allotment option exercise, less allocation to derivative warrant liabilities, net (shares) | 31,000,000 | ||||
Excess cash received over the fair value of the private warrants | 3,720,000 | 3,720,000 | |||
Offering costs | (17,144,205) | (17,144,205) | |||
Shares subject to possible redemption | $ (2,857) | (285,694,065) | (285,696,922) | ||
Shares subject to possible redemption (in shares) | (28,569,618) | ||||
Net income | 3,396,132 | 3,396,132 | |||
Balance at the end at Mar. 31, 2021 | $ 243 | $ 862 | $ 1,602,768 | $ 3,396,132 | $ 5,000,005 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,430,382 | 8,625,000 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | Apr. 23, 2021 | Mar. 16, 2021 | Mar. 31, 2021 |
Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 6,200,000 | ||
Over-allotment option | |||
Number of units sold | 1,000,000 | 4,500,000 | |
Over-allotment option | Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 133,333 | ||
Private Placement | Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 6,066,667 | ||
Class A Ordinary Shares | |||
Number of units sold | 31,000,000 | ||
Class B Ordinary Shares | |||
Maximum common shares subject to forfeiture | 1,125,000 | ||
Number of shares issued | 8,625,000 | ||
Shares remained subject to forfeiture | 875,000 | ||
Class B Ordinary Shares | Subsequent Event | |||
Shares subject to forfeiture ( in shares) | 875,000 | ||
Class B Ordinary Shares | Over-allotment option | |||
Number of shares issued | 1,000,000 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,396,132 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | |
General and administrative expenses paid by related party under note payable | 5,108 | |
Change in fair value of derivative warrant liabilities | (4,133,330) | $ 4,100,000 |
Financing costs - derivative warrant liabilities | 533,950 | |
Income from investments held in Trust Account | (804) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (938,826) | |
Accounts payable | 10,430 | |
Accrued expenses | 66,117 | |
Net cash used in operating activities | (1,036,223) | |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (310,000,000) | |
Net cash used in investing activities | (310,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 310,000,000 | |
Proceeds received from private placement | 9,300,000 | |
Offering costs paid | (6,646,645) | |
Repayment of note payable to related party | (140,247) | |
Net cash provided by financing activities | 312,513,108 | |
Net increase in cash | 1,516,885 | |
Cash - ending of the period | 1,516,885 | $ 1,516,885 |
Supplemental disclosure of noncash investing and financing activities: | ||
Initial classification of warrant liability | 14,880,000 | |
Offering costs included in accounts payable | 920 | |
Offering costs included in accrued expenses | 85,450 | |
Offering costs paid by related party under note payable | 95,139 | |
Deferred underwriting commissions in connection with the initial public offering | 10,850,000 | |
Initial value of common stock subject to possible redemption | 296,162,590 | |
Change in value of Class A common shares subject to possible redemption | $ (10,465,669) |
Description of Organization and
Description of Organization and Business Operations | 2 Months Ended |
Mar. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Agile Growth Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”). As of March 31, 2021, the Company had not yet commenced substantive operations. All activity for the period from January 21, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Agile Growth Sponsor, LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 9, 2021. On March 12, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, of which $10.5 million was for deferred underwriting commissions (see Note 5). On March 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $10.0 million, and we incurred additional offering costs of $550,000 (of which $350,000 was for deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,066,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9.1 million (see Note 4). Simultaneously with the closing of the Over-Allotment on March 16, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 133,333 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $200,000. Upon the closing of the Initial Public Offering and the Private Placement on March 12, 2021, $300.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In connection with the consummation of the Over-Allotment on March 16, 2021, an additional net proceeds of $10.0 million was deposited into the Trust Account, for a total of $310.0 million in the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of our Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders 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 were recorded at a redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other 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 Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined 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 Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 12, 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 In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s 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 less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) 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 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except 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 Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these condensed financial statements are issued and therefore substantial doubt has been alleviated. Risks and uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the period from January 21, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 held outside of the trust account. Investments 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 investment income on Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s 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 statement. Actual results could differ from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 10,333,333 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,200,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The Public Warrants and Private Placement Warrants are measured at fair value using a binomial lattice model in a risk-neutral framework at each measurement date. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity (deficit) upon the completion of the Initial Public Offering. For the three months ended March 31, 2021, of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost - derivative warrant liabilities in the unaudited condensed statement of operations and approximately $17.1 million is included in the unaudited condensed statement of changes in shareholders’ equity. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 28,569,618 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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 considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Shares Net income per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-Allotment) and the Private Placement Warrants to purchase an aggregate of 16,533,333 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares subject to possible redemption for the period from January 21, 2021 (inception) through March 31, 2021 is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary stock outstanding for the period. Non-redeemable ordinary stock includes Founder Shares and non-redeemable Class A and Class B ordinary sharea as these shares do not have any redemption features. Non-redeemable ordinary shareholders participate in the income or loss on investments in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended March 31, 2021 Class A Ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Income from investments held in Trust Account $ 740 Less: Company's portion available to be withdrawn to pay taxes (740) Net income attributable to Class A ordinary shares subject to possible redemption $ — Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 29,090,127 Basic and diluted net income per share $ — Non-Redeemable Ordinary Shares Numerator: Net Loss minus Net Earnings Net income $ 3,396,132 Net income attributable to Class A ordinary shares subject to possible redemption — Non-redeemable net loss $ 3,396,132 Denominator: weighted average Non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 8,045,678 Basic and diluted net loss per share, Non-redeemable ordinary shares $ 0.42 Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 2 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On March 12, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, of which $10.5 million was for deferred underwriting commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,000,000 Over-Allotment Units, generating gross proceeds of approximately $10.0 million, and we incurred additional offering costs of $550,000 (of which $350,000 was for deferred underwriting fees). Each Unit consists of one Class A ordinary share and one |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 23, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”). The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,000,000 Over-Allotment Units; thus, only 875,000 Class B ordinary shares remained subject to forfeiture as of such date. On April 23, 2021, 875,000 Class B ordinary shares were forfeited, resulting in the Sponsor holding 7,750,000 Class B ordinary shares as of such date. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,066,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9.1 million. Simultaneously with the closing of the Over-Allotment on March 16, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 133,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant by the Sponsor, generating gross proceeds to the Company of $200,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described in Note 7 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On March 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of March 12, 2021, the Company borrowed approximately $100,000 under the Note. The Company fully repaid such amount on March 18, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers and directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor up to $40,000 per month for office space, administrative, support and consulting services provided to members of the management team or to the Company. For the period from January 21 (inception) through March 31, 2021, the Company incurred $40,000 of such expenses, which is recognized as general and administrative expenses – related party in the accompanying unaudited condensed statement of operations. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights 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 Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus in connection with the Initial Public Offering to purchase up to 4,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,000,000 Over-Allotment Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10.5 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. In connection with the consummation of the Over-Allotment on March 16, 2021, the underwriters were entitled to an additional fee of $200,000 paid upon closing, and $350,000 in deferred underwriting commissions. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 2 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of March 31, 2021, the Company had 10,333,333 Public Warrants and 6,200,000 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 60 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in the final prospectus filed with the SEC on March 11, 2021 under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in such final prospectus under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Company’s Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 2 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares— Class A Ordinary Shares— outstanding Class B Ordinary Shares— Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 2 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 310,000,804 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants — — $ 6,716,670 Derivative warrant liabilities - Private placement warrants $ — $ — $ 4,030,000 Transfers to/from Levels 1 2 3 Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. The fair value of the Public Warrants and the Private Placement Warrants are measured at fair value using a binomial lattice model in a risk-neutral framework at each measurement date. For the three months ended March 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $4.1 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 12, 2021 (initial measurement) and March 16, 2021 (over- allotment exercise) March 31, 2020 Stock price $ 9.70 $ 9.93 Volatility 14.0% 11.0% Term to M&A 1.0 0.9 Risk-free rate 1.08% 1.15% The change in the fair value of the derivative warrant liabilities, with Level 3 inputs, for the period for the period from January 21, 2021 (inception) through March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 21, 2021 (inception) $ — Issuance of Public and Private Warrants at March 12, 2021 14,460,000 Issuance of Public and Private Warrants at March 16, 2022 420,000 Change in fair value of derivative warrant liabilities (4,133,330) Derivative warrant liabilities at March 31, 2021 $ 10,746,670 |
Subsequent Events
Subsequent Events | 2 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date 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. |
Revision to Prior Period Financ
Revision to Prior Period Financial Statement | 2 Months Ended |
Mar. 31, 2021 | |
Revision to Prior Period Financial Statement | |
Revision to Prior Period Financial Statement | Note 10 — Revision to Prior Period Financial Statement During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated March 12, 2021, filed on Form 8-K on March 18, 2021. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions ordinary to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on March 12, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the March 12, 2021 balance sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity The following table summarizes the effect of the revision on each financial statement line item as of March 12, 2021. As of March 12, 2020 As Previously Revision Reported Adjustments As Revised Balance Sheet Total assets $ 302,635,573 $ — $ 302,635,573 Liabilities and stockholders’ equity Total current liabilities $ 202,978 $ — $ 202,978 Deferred underwriting commissions 10,500,000 — 10,500,000 Derivative warrant liabilities — 14,460,000 14,880,000 Total liabilities 10,702,978 14,460,000 25,582,978 Class A common shares, $0.0001 par value; shares subject to possible redemption 286,932,590 (14,460,000) 272,052,590 Stockholders’ equity Prefered shares- $0.0001 par value — — — Class A common shares - $0.0001 par value 131 148 279 Class B common shares - $0.0001 par value 863 — 863 Additional paid-in-capital 5,063,261 533,802 5,597,063 Accumulated deficit (64,250) (533,950) (598,200) Total stockholders’ equity 5,000,005 — 5,000,005 Total liabilities and stockholders’ equity $ 302,635,573 $ — $ 302,635,573 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
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 for the period from January 21, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. |
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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 held outside of the trust account. |
Investments Held in Trust Account | Investments 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 investment income on Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s 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 statement. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 10,333,333 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,200,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The Public Warrants and Private Placement Warrants are measured at fair value using a binomial lattice model in a risk-neutral framework at each measurement date. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity (deficit) upon the completion of the Initial Public Offering. For the three months ended March 31, 2021, of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost - derivative warrant liabilities in the unaudited condensed statement of operations and approximately $17.1 million is included in the unaudited condensed statement of changes in shareholders’ equity. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 28,569,618 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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 considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Ordinary Shares | Net Income per Ordinary Shares Net income per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-Allotment) and the Private Placement Warrants to purchase an aggregate of 16,533,333 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares subject to possible redemption for the period from January 21, 2021 (inception) through March 31, 2021 is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary stock outstanding for the period. Non-redeemable ordinary stock includes Founder Shares and non-redeemable Class A and Class B ordinary sharea as these shares do not have any redemption features. Non-redeemable ordinary shareholders participate in the income or loss on investments in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended March 31, 2021 Class A Ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Income from investments held in Trust Account $ 740 Less: Company's portion available to be withdrawn to pay taxes (740) Net income attributable to Class A ordinary shares subject to possible redemption $ — Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 29,090,127 Basic and diluted net income per share $ — Non-Redeemable Ordinary Shares Numerator: Net Loss minus Net Earnings Net income $ 3,396,132 Net income attributable to Class A ordinary shares subject to possible redemption — Non-redeemable net loss $ 3,396,132 Denominator: weighted average Non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 8,045,678 Basic and diluted net loss per share, Non-redeemable ordinary shares $ 0.42 |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Recent Issued Accounting Standards | Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of basic and diluted net income (loss) per ordinary share | For the Three Months Ended March 31, 2021 Class A Ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Income from investments held in Trust Account $ 740 Less: Company's portion available to be withdrawn to pay taxes (740) Net income attributable to Class A ordinary shares subject to possible redemption $ — Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 29,090,127 Basic and diluted net income per share $ — Non-Redeemable Ordinary Shares Numerator: Net Loss minus Net Earnings Net income $ 3,396,132 Net income attributable to Class A ordinary shares subject to possible redemption — Non-redeemable net loss $ 3,396,132 Denominator: weighted average Non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 8,045,678 Basic and diluted net loss per share, Non-redeemable ordinary shares $ 0.42 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 310,000,804 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants — — $ 6,716,670 Derivative warrant liabilities - Private placement warrants $ — $ — $ 4,030,000 |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities at January 21, 2021 (inception) $ — Issuance of Public and Private Warrants at March 12, 2021 14,460,000 Issuance of Public and Private Warrants at March 16, 2022 420,000 Change in fair value of derivative warrant liabilities (4,133,330) Derivative warrant liabilities at March 31, 2021 $ 10,746,670 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | March 12, 2021 (initial measurement) and March 16, 2021 (over- allotment exercise) March 31, 2020 Stock price $ 9.70 $ 9.93 Volatility 14.0% 11.0% Term to M&A 1.0 0.9 Risk-free rate 1.08% 1.15% |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statement (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Revision to Prior Period Financial Statement | |
Schedule of impact of the revision to prior period balance sheet | The following table summarizes the effect of the revision on each financial statement line item as of March 12, 2021. As of March 12, 2020 As Previously Revision Reported Adjustments As Revised Balance Sheet Total assets $ 302,635,573 $ — $ 302,635,573 Liabilities and stockholders’ equity Total current liabilities $ 202,978 $ — $ 202,978 Deferred underwriting commissions 10,500,000 — 10,500,000 Derivative warrant liabilities — 14,460,000 14,880,000 Total liabilities 10,702,978 14,460,000 25,582,978 Class A common shares, $0.0001 par value; shares subject to possible redemption 286,932,590 (14,460,000) 272,052,590 Stockholders’ equity Prefered shares- $0.0001 par value — — — Class A common shares - $0.0001 par value 131 148 279 Class B common shares - $0.0001 par value 863 — 863 Additional paid-in-capital 5,063,261 533,802 5,597,063 Accumulated deficit (64,250) (533,950) (598,200) Total stockholders’ equity 5,000,005 — 5,000,005 Total liabilities and stockholders’ equity $ 302,635,573 $ — $ 302,635,573 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Mar. 16, 2021USD ($)shares | Mar. 12, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / shares | Mar. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance initial public offering | $ 310,000,000 | |||
Offering costs paid | 6,646,645 | |||
Payments for investment of cash in Trust Account | $ 310,000,000 | |||
Duration Of Combination Period | 24 months | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 6,200,000 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 10,333,333 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of shares in initial public offering and over-allotment option exercise, less allocation to derivative warrant liabilities, net (shares) | shares | 30,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 300,000,000 | |||
Offering costs paid | 17,100,000 | |||
Deferred underwriting fee payable | 10,500,000 | |||
Payments for investment of cash in Trust Account | $ (300,000,000) | |||
Condition for future business combination number of businesses minimum | item | 1 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Thres hold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination | 50 | |||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | |||
Threshold Percentage Of Public Shares Subject To Redemption Without Companys Prior Written Consent | 15.00% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Threshold business days for redemption of public shares | 10 days | |||
Maximum interest to pay for Dissolution expenses | $ 100,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of shares in initial public offering and over-allotment option exercise, less allocation to derivative warrant liabilities, net (shares) | shares | 1,000,000 | 4,500,000 | ||
Purchase price, per unit | $ / shares | $ 10,000,000 | |||
Proceeds from issuance initial public offering | $ 10,000,000 | $ 550,000 | ||
Offering costs paid | 550,000 | |||
Deferred underwriting fee payable | 350,000 | $ 350,000 | ||
Payments for investment of cash in Trust Account | $ 310,000,000 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 133,333 | |||
Proceeds from sale of Private Placement Warrants | $ 200,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 6,066,667 | |||
Price of warrant | $ / shares | $ 1.50 | |||
Proceeds from sale of Private Placement Warrants | $ 9,100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 2 Months Ended |
Mar. 31, 2021USD ($)shares | |
Federal Depository Insurance Coverage | $ 250,000 |
Cash equivalents | 0 |
Financing costs - derivative warrant liabilities | 533,950 |
Offering costs | 17,144,205 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Anti-dilutive securities attributable to warrants (in shares) | shares | 16,533,333 |
Class A Ordinary Shares | |
Anti-dilutive securities attributable to warrants (in shares) | shares | 16,533,333 |
Class A Ordinary Shares subject to possible redemption | |
Class A ordinary shares subject to possible redemption | shares | 28,569,618 |
Public Warrants | |
Sale of Private Placement Warrants (in shares) | shares | 10,333,333 |
Private Placement Warrants | |
Sale of Private Placement Warrants (in shares) | shares | 6,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption | ||
Income from investments held in Trust Account | $ 804 | |
Non-Redeemable Ordinary Shares | ||
Net income | $ 3,396,132 | |
Class A Ordinary Shares subject to possible redemption | ||
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption | ||
Income from investments held in Trust Account | $ 740 | |
Less: Company's portion available to be withdrawn to pay taxes | $ (740) | |
Denominator: Weighted average Class A ordinary shares subject to possible redemption | ||
Basic and diluted weighted average shares outstanding | 29,090,127 | 29,090,127 |
Basic and diluted net income per share | $ 0 | |
Class A Common Stock Not Subject to Redemption | ||
Denominator: Weighted average Class A ordinary shares subject to possible redemption | ||
Basic and diluted weighted average shares outstanding | 8,045,678 | 8,045,678 |
Basic and diluted net income per share | $ 0.42 | $ 0.42 |
Non-Redeemable Ordinary Shares | ||
Net income | $ 3,396,132 | |
Non-redeemable net loss | $ 3,396,132 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 16, 2021 | Mar. 12, 2021 | Oct. 31, 2020 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance initial public offering | $ 310,000,000 | |||
Offering costs paid | $ 6,646,645 | |||
Exercise price of warrants | $ 11.50 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants in a unit | 0.33 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 30,000,000 | |||
Purchase price, per unit | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 300,000,000 | |||
Offering costs paid | 17,100,000 | |||
Deferred underwriting fee payable | $ 10,500,000 | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 1,000,000 | 4,500,000 | ||
Purchase price, per unit | $ 10,000,000 | |||
Proceeds from issuance initial public offering | $ 10,000,000 | $ 550,000 | ||
Offering costs paid | 550,000 | |||
Deferred underwriting fee payable | $ 350,000 | $ 350,000 | ||
Class A Ordinary Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 31,000,000 | |||
Number of shares issuable per warrant | 1 | |||
Class A Ordinary Shares | Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Mar. 16, 2021shares | Jan. 23, 2021USD ($)D$ / sharesshares | Mar. 31, 2021USD ($)shares | Apr. 23, 2021shares |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | |||
Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Number of units sold | 1,000,000 | 4,500,000 | ||
Class B Ordinary Shares | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 8,625,000 | |||
Aggregate purchase price | $ | $ 862 | |||
Shares subject to forfeiture | 875,000 | 1,125,000 | 875,000 | |
Class B Ordinary Shares | Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 1,000,000 | |||
Sponsor | Class B Ordinary Shares | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 8,625,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Shares subject to forfeiture | 7,750,000 | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Anchor Investors | Sponsor | Class B Ordinary Shares | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 1,125,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) | Mar. 16, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Private Placement Warrants | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase shares issued | 6,200,000 | |
Class A Ordinary Shares | ||
Related Party Transaction [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Class A Ordinary Shares | Private Placement Warrants | ||
Related Party Transaction [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Private Placement | Private Placement Warrants | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase shares issued | 6,066,667 | |
Price of warrants (in dollars per share) | $ 1.50 | |
Proceeds from sale of Private Placement Warrants | $ 9,100,000 | |
Over-allotment option | Private Placement Warrants | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase shares issued | 133,333 | |
Price of warrants (in dollars per share) | $ 1.50 | |
Proceeds from sale of Private Placement Warrants | $ 200,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 2 Months Ended | |
Mar. 31, 2021 | Mar. 12, 2021 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Outstanding balance of related party note | $ 100,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | |
Price of warrant | $ 1.50 | |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 40,000 | |
Expenses incurred and paid | $ 40,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 16, 2021USD ($)shares | Mar. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Maximum number of demands for registration of securities | item | 3 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | |
Underwriter cash discount | $ 6,000,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Aggregate deferred underwriting fee payable | $ 10,500,000 | |
Underwriters' additional fees | $ 200,000 | |
Deferred underwriting commissions | $ 350,000 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Overallotment option period | 45 days | |
Number of units sold | shares | 1,000,000 | 4,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 2 Months Ended | |
Mar. 31, 2021D$ / sharesshares | Mar. 16, 2021$ / shares | |
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Warrant redemption condition minimum share price | 18 | |
Share price trigger used to measure dilution of warrant | $ 9.20 | |
Warrant exercise price adjustment multiple | 115 | |
Class A Ordinary Shares | ||
Class of Warrant or Right [Line Items] | ||
Multiplier used in calculating warrant exercise price | 0.361 | |
Number of trading days on which fair market value of shares is reported | D | 10 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 6,200,000 | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Private Placement Warrants | Class A Ordinary Shares | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 10,333,333 | |
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Maximum period after business combination in which to file registration statement | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Redemption period | 30 days | |
Share price trigger used to measure dilution of warrant | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption period | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price scenario two | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Jan. 31, 2021 | Mar. 12, 2020 |
Shareholders' Equity | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Mar. 16, 2021shares | Jan. 23, 2021shares | Mar. 31, 2021Vote$ / sharesshares | Apr. 23, 2021shares | Jan. 31, 2021$ / sharesshares | Mar. 12, 2020$ / shares |
Class of Stock [Line Items] | ||||||
Initial Business Combination Shares Issuable As Percent Of Outstanding Share | 20.00% | |||||
Ratio to be applied to the stock in the conversion | 1 | |||||
Over-allotment option | ||||||
Class of Stock [Line Items] | ||||||
Number of units sold | 1,000,000 | 4,500,000 | ||||
Class A Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 400,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | |||||
Common shares, shares issued (in shares) | 2,430,382 | |||||
Common shares, shares outstanding (in shares) | 2,430,382 | |||||
Number of units sold | 31,000,000 | |||||
Shares subject to possible redemption (in shares) | (28,569,618) | |||||
Class A Ordinary Shares subject to possible redemption | ||||||
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, issued (in shares) | 28,569,618 | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 28,569,618 | |||||
Class B Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 40,000,000 | 40,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | |||||
Common shares, shares issued (in shares) | 8,625,000 | 8,625,000 | ||||
Common shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 | ||||
Shares subject to forfeiture | 875,000 | 1,125,000 | 875,000 | |||
Initial Business Combination Shares Issuable As Percent Of Outstanding Share | 20.00% | |||||
Sponsor | Class B Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Shares subject to forfeiture | 7,750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2021 | Mar. 12, 2020 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 10,746,670 | $ 14,880,000 |
Level 1 | U.S. Treasury Securities | Recurring | ||
Assets: | ||
Investments held in Trust Account | 310,000,804 | |
Level 3 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 6,716,670 | |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 4,030,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Mar. 16, 2021$ / sharesUSD ($) | Mar. 12, 2021USD ($)$ / shares | Mar. 31, 2020USD ($)$ / shares |
Stock price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | $ / shares | 9.70 | 9.70 | 9.93 |
Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 14 | 14 | 11 |
Term to M&A | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | $ | 1 | 1 | 0.9 |
Risk-free rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 1.08 | 1.08 | 1.15 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Public and Private Warrants at March 12, 2021 | $ 14,460,000 |
Issuance of Public and Private Warrants at March 16, 2022 | 420,000 |
Change in fair value of warrant liabilities | (4,133,330) |
Warrant liabilities at end of period | $ 10,746,670 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | |
Fair Value Measurements | ||
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 | 0 |
Fair value assets transferred into (out of) level 3 | 0 | |
Fair Value Adjustment of Warrants | $ (4,133,330) | $ 4,100,000 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statement (Details) - USD ($) | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 20, 2021 | Mar. 12, 2020 |
Assets [Abstract] | ||||
Total assets | $ 312,456,515 | $ 302,635,573 | ||
Liabilities and stockholders' equity | ||||
Total current liabilities | 162,919 | 202,978 | ||
Deferred underwriting commissions | 10,850,000 | 10,500,000 | ||
Derivative warrant liabilities | 10,746,670 | 14,880,000 | ||
Total liabilities | 21,759,589 | 25,582,978 | ||
Stockholders' equity | ||||
Preferred shares- $0.0001 par value | ||||
Additional paid-in capital | 1,602,768 | 5,597,063 | ||
Accumulated deficit | 3,396,132 | (598,200) | ||
Total shareholders' equity | 5,000,005 | $ 0 | 5,000,005 | |
Total Liabilities and Shareholders' Equity | $ 312,456,515 | $ 302,635,573 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
As Previously Reported | ||||
Assets [Abstract] | ||||
Total assets | $ 302,635,573 | |||
Liabilities and stockholders' equity | ||||
Total current liabilities | 202,978 | |||
Deferred underwriting commissions | 10,500,000 | |||
Total liabilities | 10,702,978 | |||
Stockholders' equity | ||||
Additional paid-in capital | 5,063,261 | |||
Accumulated deficit | (64,250) | |||
Total shareholders' equity | 5,000,005 | |||
Total Liabilities and Shareholders' Equity | 302,635,573 | |||
Revision Adjustments | ||||
Liabilities and stockholders' equity | ||||
Derivative warrant liabilities | 14,460,000 | |||
Total liabilities | 14,460,000 | |||
Stockholders' equity | ||||
Additional paid-in capital | 533,802 | |||
Accumulated deficit | (533,950) | |||
Class A Ordinary Shares | ||||
Stockholders' equity | ||||
Common shares | $ 279 | |||
Total shareholders' equity | $ 243 | 0 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Class A Ordinary Shares | As Previously Reported | ||||
Stockholders' equity | ||||
Common shares | $ 131 | |||
Class A Ordinary Shares | Revision Adjustments | ||||
Stockholders' equity | ||||
Common shares | 148 | |||
Class A Ordinary Shares subject to possible redemption | ||||
Liabilities and stockholders' equity | ||||
Class A common shares, $0.0001 par value; shares subject to possible redemption | $ 285,696,921 | $ 272,052,590 | ||
Stockholders' equity | ||||
Temporary Equity, Par or Stated Value Per Share | $ 10 | $ 0.0001 | ||
Class A Ordinary Shares subject to possible redemption | As Previously Reported | ||||
Liabilities and stockholders' equity | ||||
Class A common shares, $0.0001 par value; shares subject to possible redemption | $ 286,932,590 | |||
Class A Ordinary Shares subject to possible redemption | Revision Adjustments | ||||
Liabilities and stockholders' equity | ||||
Class A common shares, $0.0001 par value; shares subject to possible redemption | (14,460,000) | |||
Class B Ordinary Shares | ||||
Stockholders' equity | ||||
Common shares | $ 862 | $ 863 | ||
Total shareholders' equity | $ 862 | $ 0 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class B Ordinary Shares | As Previously Reported | ||||
Stockholders' equity | ||||
Common shares | $ 863 |