Document and Entity Information
Document and Entity Information - shares | 2 Months Ended | |
Mar. 31, 2021 | Jul. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SKYDECK ACQUISITION CORP. | |
Entity Central Index Key | 0001847152 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity File Number | 001-40422 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1583722 | |
Entity Address, Address Line One | 225 Dyer Street | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Providence | |
Entity Address, State or Province | RI | |
Entity Address, Postal Zip Code | 02903 | |
City Area Code | 401 | |
Local Phone Number | 854-4567 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,165,962 | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | SKYA | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,541,491 | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share | |
Trading Symbol | SKYAU | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants to acquire one Class A ordinary share included as part of the units | |
Trading Symbol | SKYAW | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheet | Mar. 31, 2021USD ($) |
Current assets: | |
Deferred offering costs | $ 355,973 |
Total Assets | 355,973 |
Liabilities and Shareholder’s Equity | |
Accrued offering costs and expenses | 268,570 |
Promissory note - related party | 74,991 |
Total current liabilities | 343,561 |
Commitments and Contingencies | |
Shareholder’s Equity: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 24,446 |
Accumulated deficit | (12,588) |
Total Shareholder’s Equity | 12,412 |
Total Liabilities and Shareholder’s Equity | 355,973 |
Class B Ordinary Shares | |
Shareholder’s Equity: | |
Ordinary shares, value | 554 |
Total Shareholder’s Equity | $ 554 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheet (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preference shares, par value | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preference shares, shares issued | 0 |
Preference shares, shares outstanding | 0 |
Class A Ordinary Shares | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 |
Ordinary shares, shares issued | 0 |
Ordinary shares, shares outstanding | 0 |
Ordinary shares, shares subject to possible redemption | 20,000,000 |
Class B Ordinary Shares | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 |
Ordinary shares, shares issued | 5,541,491 |
Ordinary shares, shares outstanding | 5,541,491 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations | 2 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation cost | $ 12,588 |
Net loss | $ (12,588) |
Basic and diluted weighted average shares outstanding | shares | 5,541,491 |
Basic and diluted net loss per share | $ / shares | $ 0 |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Changes in Shareholder's Equity | 2 Months Ended |
Mar. 31, 2021USD ($)shares | |
Class B ordinary shares issued to Sponsor | $ 25,000 |
Net loss | (12,588) |
Ending Balance | 12,412 |
Class B Ordinary Shares | |
Class B ordinary shares issued to Sponsor | $ 554 |
Class B ordinary shares issued to Sponsor, Shares | shares | 5,541,491 |
Ending Balance | $ 554 |
Ending balance, Shares | shares | 5,541,491 |
Additional Paid-in Capital | |
Class B ordinary shares issued to Sponsor | $ 24,446 |
Ending Balance | 24,446 |
Accumulated Deficit | |
Net loss | (12,588) |
Ending Balance | $ (12,588) |
Unaudited Condensed Statement_3
Unaudited Condensed Statement of Cash Flows | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (12,588) |
Changes in current assets and liabilities: | |
Accrued offerings costs and expenses | 12,588 |
Net cash used in operating activities | 0 |
Net change in cash | 0 |
Cash, February 9, 2021 (inception) | 0 |
Cash, end of the period | 0 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 12,412 |
Deferred offering costs paid by Sponsor under the promissory note | 74,991 |
Deferred offering costs included in accrued offerings costs and expenses | $ 268,570 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 2 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Business Operation and Going Concern | Note 1 — Organization, Business Operation and Going Concern Skydeck Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents 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 Skydeck Management LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 18, 2021 (the “Effective Date”). On May 21, 2021, Company consummated its Initial Public Offering of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (the “Warrants”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000, which is discussed in Note 3. On May 25, 2021, the Company announced the closing of its sale of an additional 2,165,962 Units pursuant to the partial exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”) (described below). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $21,659,620. Following the closing of the Over-Allotment Option, an aggregate amount of $221,659,620 has been placed in the Company’s trust account established in connection with the Initial Public Offering. The underwriters had a 45-day option from the date of the Company’s final prospectus for the Initial Public Offering (May 18, 2021) to purchase up to an additional 3,000,000 Units to cover over-allotments. As described above, the underwriters partially exercised the Over-Allotment Option on May 25, 2021 to purchase 2,165,962 Units. The option to purchase the remaining 834,038 Units expired unexercised on July 2, 2021. Substantially with the closing of the Initial Public Offering, the Company completed the private sale of an aggregate of 4,666,667 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 288,795 Private Placement Warrants to its Sponsor, generating gross proceeds to the Company of $433,193. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or their respective permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the Class A Ordinary Shares issuable upon exercise of these Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A Ordinary Shares issuable upon exercise of these Warrants) are entitled to registration rights. A total of $221,659,620 was placed in a U.S.-based trust account (the “Trust Account”) at JPMorgan maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs of the Initial Public Offering amounted to $11,627,885 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriting discount, and $627,885 of other offering costs. Of the transaction costs, $507,820 is included within accumulated deficit and $11,120,065 is included in equity. Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement Warrants, will be held in the Trust Account and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by May 21, 2023 (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The shares of ordinary share subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the Initial Public Offering to consummate the initial Business Combination. If the Company has not consummated the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each member of the management team have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5), (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame), and (iv) vote their Founder Shares and public shares in favor of the Company’s initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (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 public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account 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”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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. Liquidity and Capital Resources As of March 31, 2021, the Company had no 343,561 74,991 Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its Initial Public Offering (see Note 3) and Private Placement (See Note 4), the underwriters partially exercised their Over-Allotment Option. Of the net proceeds from the Initial Public Offering, exercise of the over-allotment option, and associated Private Placements, $ 221,659,620 2,116,565 The Company’s initial stockholders, officers, directors or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.50 no Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 5, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 25, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2021. Offering Costs Associated with Initial Public Offering Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs were charged to shareholder’s equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on May 21, 2021, offering costs totaling $11,627,885 (consisting of $4,000,000 of underwriting fee, $7,000,000 of deferred underwriting fee and $627,885 of other offering costs) were recognized with $507,820 which was allocated to the Public Warrants and Private Warrants, included in the accumulated deficit and $11,120,065 included in shareholder’s equity. With the partial exercise of the Over-Allotment Option on May 25, 2021 and additional $433,193 of underwriting fee was recognized. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments will be recorded at fair value as of the Initial Public Offering (May 21, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Warrants and the forward purchase agreements warrants (“FPA Warrants”) (see below and Note 6) are derivative instruments. Warrant Instruments The Company will account for the 12,344,116 Warrants (the 7,388,654 Public Warrants and the 4,955,462 Private Placement Warrants) issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company will classify the warrant instruments as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of Warrants will be estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Forward Purchase Agreement The Company will account for the 1,000,000 FPA Warrants in the Units associated with the Forward Purchase Agreements in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the FPA Warrants do not meet the criteria for equity treatment and must be recorded as a liability. The Company classifies the FPA Warrant as a liability at fair value and adjusts the FPA Warrants to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the FPA Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of the FPA Warrants will be estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such FPA Warrant classification is also subject to re-evaluation at each reporting period. (see Note 6) Upon recognition of the FPA warrant liability a corresponding reduction was recognized to equity. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to 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. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholder’s equity. The Company’s 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, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company has complied with ASU 2020-06 since its inception on January 21, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 2 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Units On May 21, 2021, Company consummated its Initial Public Offering of 20,000,000 Units. Each Unit consists of one Class A Ordinary Share of the Company, par value $0.0001 per share, and one-third of one redeemable Warrant of the Company, each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000. The Warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On May 25, 2021, the Company announced the closing of its sale of an additional 2,165,962 Units pursuant to the partial exercise by the underwriters of their Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $21,659,620. Following the closing of the Over-Allotment Option, an aggregate amount of $221,659,620 has been placed in the Company’s trust account established in connection with the Initial Public Offering. The underwriters had a 45-day option from the date of the Company’s Prospectus for the Initial Public Offering (May 18, 2021) to purchase up to an additional 3,000,000 Units to cover over-allotments. As described above, the underwriters partially exercised the Over-Allotment Option on May 25, 2021 to purchase 2,165,962 Units. The option to purchase the remaining 834,038 Units expired unexercised on July 2, 2021. Warrants No Public Warrants were outstanding as of March 31, 2021. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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, and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 10 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, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceed $10.00” and “Redemption of Warrants when the price per Class A Ordinary Share equal or exceed $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Warrants will become exercisable on the later of 12 months from the closing of the Proposed Public Offering or 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 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 • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00 . Once the Warrants become exercisable, the Company may redeem the outstanding Warrants • in whole • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A Ordinary Shares; • if, and only if, the closing price of the Company’s Class A Ordinary Shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. |
Private Placement
Private Placement | 2 Months Ended |
Mar. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Warrants included in the Units sold in the Initial Public Offering. |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 12, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. In May 2021, the Sponsor returned to the Company, for no consideration an aggregate of 1,437,500 Class B ordinary shares, which were cancelled, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding and held by the initial shareholders. With the partial exercise of the Over-Allotment Option and subsequent expiration of the underwriters’ Over-Allotment Option, 5,541,491 founder shares were outstanding at July 2, 2021 with 208,509 founder shares forfeited. All share and per share amounts have been retroactively restated (see Note 7). The Sponsor and the directors and executive officers have agreed, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s 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 its public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note—Related Party On February 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest bearing, unsecured and was due at the earlier of June 30, 2021 or the closing of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account. On May 25, 2021, the total amount due to the Sponsor under the promissory note was converted and became a portion of proceeds from Private Placement Warrants. As of May 21, 2021, there were no remaining amounts outstanding. As of March 31, 2021, $74,991 was outstanding under the promissory note. Working Capital Loans In order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post-Business Combination entity at a price of $1.50 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed, an affiliate of the Sponsor will provide to members of the management team office space, secretarial and administrative services provided to the members of the management team at no cost. |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on the Effective Date. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the Warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the rights of the registered holders of Public Warrants. Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or shares, shorten the exercise period or decrease the number of Class A Ordinary Shares purchasable upon exercise of a Warrant. Underwriting Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On May 25, 2021, the underwriters partially exercised the option to purchase 2,165,962 additional Units of the over-allotment for total proceeds of $21,659,620. Additionally, the Sponsor purchased 288,795 Private Placement Warrants for $433,193. The underwriters’ Over-Allotment Option expired on July 2, 2021. The underwriters were paid a cash underwriting discount of 2% of the gross proceeds of the Initial Public Offering, or $4,433,192. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering or $ 7,758,087, upon the completion of the Company’s initial Business Combination. Forward Purchase Agreement The Sponsor, which has received personal commitments from certain founders, has entered into a forward purchase agreement with the Company pursuant to which the Sponsor has agreed to subscribe for an aggregate of 3,000,000 forward purchase units, consisting of one Class A Ordinary Share, or a forward purchase share, and one-third of one Warrant to purchase one Class A Ordinary Share, or a forward purchase warrant, for $10.00 per unit, or an aggregate purchase price of $30 million in a private placement to close substantially concurrently with the closing of the initial Business Combination. The obligations under the forward purchase agreement will not depend on whether any Class A Ordinary Shares are redeemed by the public shareholders after the Initial Public Offering. The forward purchase shares and FPA Warrants will be identical to the Class A Ordinary Shares and Warrants, respectively, included in the Units being sold pursuant to the Prospectus, except that they will be subject to certain registration rights. |
Shareholder_s Equity
Shareholder’s Equity | 2 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholder’s Equity | Note 7 — Shareholder’s Equity Preference shares— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary shares— The Company is authorized to issue 200,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. At March 31, 2021, there were no Class A Ordinary Shares issued and outstanding. Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At March 31, 2021, there were 7,187,500 Class B ordinary shares issued and outstanding. In May 2021, the Sponsor returned to the Company, for no consideration an aggregate of 1,437,500 Class B ordinary shares, which were cancelled, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding and held by our initial shareholders. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. All share and per share amounts have been retroactively restated. With the partial exercise of the Over-Allotment Option and subsequent expiration of the underwriters’ Over-Allotment Option, 5,541,491 founder shares were outstanding at July 2, 2021 with 208,509 founder shares forfeited All share and per share amounts have been retroactively restated (see Note 5). 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 Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A Ordinary Shares (which such Class A Ordinary Shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if 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 the completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A Ordinary Shares at a rate of less than one-to-one. |
Subsequent Events
Subsequent Events | 2 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 5, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 25, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2021. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs were charged to shareholder’s equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on May 21, 2021, offering costs totaling $11,627,885 (consisting of $4,000,000 of underwriting fee, $7,000,000 of deferred underwriting fee and $627,885 of other offering costs) were recognized with $507,820 which was allocated to the Public Warrants and Private Warrants, included in the accumulated deficit and $11,120,065 included in shareholder’s equity. With the partial exercise of the Over-Allotment Option on May 25, 2021 and additional $433,193 of underwriting fee was recognized. |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments will be recorded at fair value as of the Initial Public Offering (May 21, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Warrants and the forward purchase agreements warrants (“FPA Warrants”) (see below and Note 6) are derivative instruments. |
Warrant Instruments | Warrant Instruments The Company will account for the 12,344,116 Warrants (the 7,388,654 Public Warrants and the 4,955,462 Private Placement Warrants) issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company will classify the warrant instruments as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of Warrants will be estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
Forward Purchase Agreement | Forward Purchase Agreement The Company will account for the 1,000,000 FPA Warrants in the Units associated with the Forward Purchase Agreements in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the FPA Warrants do not meet the criteria for equity treatment and must be recorded as a liability. The Company classifies the FPA Warrant as a liability at fair value and adjusts the FPA Warrants to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the FPA Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of the FPA Warrants will be estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such FPA Warrant classification is also subject to re-evaluation at each reporting period. (see Note 6) Upon recognition of the FPA warrant liability a corresponding reduction was recognized to equity. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to 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. |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholder’s equity. The Company’s 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, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company has complied with ASU 2020-06 since its inception on January 21, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Organization, Business Operat_2
Organization, Business Operation and Going Concern - Additional Information (Details) - USD ($) | Jul. 02, 2021 | May 25, 2021 | May 21, 2021 | Mar. 31, 2021 |
Organization Business Operation And Going Concern [Line Items] | ||||
Entity incorporation, date of incorporation | Feb. 9, 2021 | |||
Share price | $ 10 | |||
Accumulated deficit | $ (12,588) | |||
Equity | $ 12,412 | |||
Combination period | 24 months | |||
Number of business days reasonably possible to redeem the public shares | 10 days | |||
Transaction agreement description | Company has discussed entering into a transaction 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 public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account 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”). | |||
Cash | $ 0 | |||
Working capital deficiency | 343,561 | |||
Promissory note - related party | 74,991 | |||
Promissory Note | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Promissory note - related party | $ 74,991 | |||
Working Capital Loans | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Exercise price of warrant | $ 1.50 | |||
Debt instrument conversion price | $ 1.50 | |||
Borrowing | $ 0 | |||
Minimum | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Net tangible assets | 5,000,001 | |||
Maximum | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Amount of interest to pay dissolution expenses | 100,000 | |||
Maximum | Working Capital Loans | Warrant | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Debt instrument convertible into warrants | 1,500,000 | |||
Skydeck Management LLC | Promissory Note | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Promissory note - related party | $ 74,991 | |||
Private Placement Warrants | Skydeck Management LLC | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Warrants issued | 4,666,667 | |||
Price per share | $ 1.50 | |||
Gross proceeds from issuance of warrants | $ 7,000,000 | |||
Subsequent Event | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Gross proceeds from initial public offering | $ 221,659,620 | |||
Subsequent Event | Skydeck Management LLC | Promissory Note | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Promissory note - related party | $ 0 | |||
Subsequent Event | Private Placement Warrants | Skydeck Management LLC | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Warrants issued | 4,666,667 | |||
Price per share | $ 1.50 | |||
Gross proceeds from issuance of warrants | $ 7,000,000 | |||
Initial Public Offering | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Transaction costs | 11,627,885 | |||
Underwriting discount | 4,000,000 | |||
Deferred underwriting discount | 7,000,000 | |||
Other offering costs | $ 627,885 | |||
Initial Public Offering | Subsequent Event | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Stock issued during period, shares | 20,000,000 | |||
Amount placed in trust account | $ 221,659,620 | |||
Other offering costs | $ 627,885 | |||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10 | |||
Initial Public Offering | Class A Ordinary Shares | Subsequent Event | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Stock issued during period, shares | 20,000,000 | |||
Shares issued, price per share | $ 0.0001 | |||
Exercise price of warrant | 11.50 | |||
Share price | $ 10 | |||
Gross proceeds from initial public offering | $ 200,000,000 | |||
Initial Public Offering | Class A Ordinary Shares | Subsequent Event | Warrant | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Exercise price of warrant | $ 11.50 | |||
Over-Allotment Option | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Underwriters option to purchase additional units, term | 45 days | |||
Stock issued during period, shares | 3,000,000 | |||
Over-allotment option expiration date | Jul. 2, 2021 | |||
Over-Allotment Option | Private Placement Warrants | Skydeck Management LLC | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Warrants issued | 288,795 | |||
Gross proceeds from issuance of warrants | $ 433,193 | |||
Over-Allotment Option | Subsequent Event | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Stock issued during period, shares | 2,165,962 | |||
Share price | $ 10 | |||
Gross proceeds from initial public offering | $ 21,659,620 | |||
Stock issued during period, shares | 2,165,962 | |||
Number of shares exercised in underwriters option to purchase additional units | 2,165,962 | |||
Share units unexercised and expired | 834,038 | |||
Over-Allotment Option | Subsequent Event | Private Placement Warrants | Skydeck Management LLC | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Warrants issued | 288,795 | |||
Gross proceeds from issuance of warrants | $ 433,193 | |||
Continental Stock Transfer & Trust Company | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Amount placed in trust account | 221,659,620 | |||
Transaction Cost | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Accumulated deficit | 507,820 | |||
Equity | 11,120,065 | |||
Private Placement | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Amount placed in trust account | 221,659,620 | |||
Cash held outside of trust account | 2,116,565 | |||
Private Placement | Skydeck Management LLC | ||||
Organization Business Operation And Going Concern [Line Items] | ||||
Gross proceeds from issuance of warrants | $ 433,193 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | May 21, 2021 | Mar. 31, 2021 | May 25, 2021 |
Accounting Policies [Line Items] | |||
Cash or cash equivalents | $ 0 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | ||
FDIC insured amount | $ 250,000 | ||
Unrecognized tax benefits | 0 | ||
Accrued interest and penalties | $ 0 | ||
Class B Ordinary Shares | |||
Accounting Policies [Line Items] | |||
Shares outstanding subjected to forfeiture | 750,000 | ||
Forward Purchase Agreements Warrants | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights issued during the period | 1,000,000 | ||
Initial Public Offering | |||
Accounting Policies [Line Items] | |||
Other offering costs | $ 627,885 | ||
Initial Public Offering | Warrant | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights issued during the period | 12,344,116 | ||
Initial Public Offering | Public Warrants | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights issued during the period | 7,388,654 | ||
Initial Public Offering | Private Placement Warrants | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights issued during the period | 4,955,462 | ||
Subsequent Event | Initial Public Offering | |||
Accounting Policies [Line Items] | |||
Offering costs | $ 11,627,885 | ||
Underwriting fee | 4,000,000 | ||
Deferred underwriting fee | 7,000,000 | ||
Other offering costs | 627,885 | ||
Offering costs associated with public and private warrant liabilities | 507,820 | ||
Stock issue related cost | $ 11,120,065 | ||
Subsequent Event | Over-Allotment Option | |||
Accounting Policies [Line Items] | |||
Additional underwriting fee recognized | $ 433,193 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Jul. 02, 2021 | May 25, 2021 | May 21, 2021 | Mar. 31, 2021 |
Initial Public Offering [Line Items] | ||||
Share price | $ 10 | |||
Warrant exercisable description | The Warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. | |||
Subsequent Event | ||||
Initial Public Offering [Line Items] | ||||
Gross proceeds from initial public offering | $ 221,659,620 | |||
Public Warrants | ||||
Initial Public Offering [Line Items] | ||||
Warrants outstanding | 0 | |||
Class of warrants or rights period after which exercisable | The Warrants will become exercisable on the later of 12 months from the closing of the Proposed Public Offering or 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination | |||
Class of warrants or rights period within which registration shall be effective | 60 days | |||
Public Warrants | Subsequent Event | ||||
Initial Public Offering [Line Items] | ||||
Warrants and rights outstanding, term | 5 years | |||
Class A Ordinary Shares | ||||
Initial Public Offering [Line Items] | ||||
Common stock, par value per share | $ 0.0001 | |||
Number of trading days for determining volume weighted average share price | 20 days | |||
Class A Ordinary Shares | Share Price Equal or Exceeds Dollar 10.00 | ||||
Initial Public Offering [Line Items] | ||||
Exercise price of warrant | $ 0.10 | |||
Price per share | $ 10 | |||
Class of warrant redemption notice period | 30 days | |||
Class of warrant or rights redemption closing price per share | $ 10 | |||
Class of warrant or right redemption threshold trading days | 20 days | |||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||
Class A Ordinary Shares | Share Price Equal or Exceeds Dollar 18.00 | ||||
Initial Public Offering [Line Items] | ||||
Exercise price of warrant | $ 0.01 | |||
Price per share | $ 18 | |||
Class of warrant redemption notice period | 30 days | |||
Class of warrant or rights redemption closing price per share | $ 18 | |||
Class of warrant or right redemption threshold trading days | 20 days | |||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||
Class A Ordinary Shares | Maximum | Share Price Equal or Exceeds Dollar 10.00 | ||||
Initial Public Offering [Line Items] | ||||
Exercise price of warrant | $ 18 | |||
Class A Ordinary Shares | Public Warrants | ||||
Initial Public Offering [Line Items] | ||||
Exercise price of warrant | 11.50 | |||
Price per share | $ 9.20 | |||
Percentage of aggregate gross proceeds from business combination over total equity proceeds | 60.00% | |||
Number of trading days for determining volume weighted average share price | 10 days | |||
Volume weighted average share price | $ 9.20 | |||
Percentage of exercise price of warrants over newly issued share price | 115.00% | |||
Warrant exercise price payable ceiling | 0.361 | |||
Number of trading days after the date of notice for determining the fair market value of shares | 10 days | |||
Class A Ordinary Shares | Public Warrants | Share Price Equal or Exceeds Dollar 10.00 | ||||
Initial Public Offering [Line Items] | ||||
Percentage of exercise price of warrants over newly issued share price | 100.00% | |||
Class A Ordinary Shares | Public Warrants | Share Price Equal or Exceeds Dollar 18.00 | ||||
Initial Public Offering [Line Items] | ||||
Percentage of exercise price of warrants over newly issued share price | 180.00% | |||
Class A Ordinary Shares | Public Warrants | Minimum | ||||
Initial Public Offering [Line Items] | ||||
Share redemption trigger price | $ 10 | |||
Class A Ordinary Shares | Public Warrants | Maximum | ||||
Initial Public Offering [Line Items] | ||||
Share redemption trigger price | $ 18 | |||
Initial Public Offering | Subsequent Event | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period, shares | 20,000,000 | |||
Amount placed in trust account | $ 221,659,620 | |||
Initial Public Offering | Class A Ordinary Shares | Subsequent Event | ||||
Initial Public Offering [Line Items] | ||||
Number of shares issued per unit | 1 | |||
Common stock, par value per share | $ 0.0001 | |||
Exercise price of warrant | 11.50 | |||
Share price | $ 10 | |||
Gross proceeds from initial public offering | $ 200,000,000 | |||
Initial Public Offering | Class A Ordinary Shares | Warrant | ||||
Initial Public Offering [Line Items] | ||||
Common stock conversion basis | one-third of one redeemable Warrant | |||
Initial Public Offering | Class A Ordinary Shares | Warrant | Subsequent Event | ||||
Initial Public Offering [Line Items] | ||||
Shares issuable per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
Over-Allotment Option | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period, shares | 3,000,000 | |||
Underwriters option to purchase additional units, term | 45 days | |||
Underwriters option to purchase additional units | 3,000,000 | |||
Over-allotment option expiration date | Jul. 2, 2021 | |||
Over-Allotment Option | Subsequent Event | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period, shares | 2,165,962 | |||
Share price | $ 10 | |||
Gross proceeds from initial public offering | $ 21,659,620 | |||
Gross proceeds from over allotment option | $ 21,659,620 | |||
Number of shares exercised in underwriters option to purchase additional units | 2,165,962 | |||
Share units unexercised and expired | 834,038 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Warrants - Skydeck Management LLC | 2 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Private Placement [Line Items] | |
Warrants issued | shares | 4,666,667 |
Price per share | $ / shares | $ 1.50 |
Gross proceeds from issuance of warrants | $ | $ 7,000,000 |
Over-Allotment Option | |
Private Placement [Line Items] | |
Warrants issued | shares | 288,795 |
Gross proceeds from issuance of warrants | $ | $ 433,193 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 02, 2021 | Feb. 12, 2021 | May 31, 2021 | Mar. 31, 2021 | May 25, 2021 | May 21, 2021 |
Related Party Transaction [Line Items] | ||||||
Class B ordinary shares issued to Sponsor | $ 25,000 | |||||
Share price | $ 10 | |||||
Promissory note - related party | $ 74,991 | |||||
Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note - related party | $ 74,991 | |||||
Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Exercise price of warrant | $ 1.50 | |||||
Borrowing | $ 0 | |||||
Maximum | Working Capital Loans | Warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Debt conversion converted instrument amount | 1,500,000 | |||||
Skydeck Management LLC | Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note - related party | $ 74,991 | |||||
Skydeck Management LLC | Initial Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note payment terms | This loan was non-interest bearing, unsecured and was due at the earlier of June 30, 2021 or the closing of the Initial Public Offering. | |||||
Skydeck Management LLC | Initial Public Offering | Maximum | Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note face amount | $ 300,000 | |||||
Subsequent Event | Over-Allotment Option | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 10 | |||||
Subsequent Event | Skydeck Management LLC | Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note - related party | $ 0 | |||||
Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Class B ordinary shares issued to Sponsor | $ 554 | |||||
Class B ordinary shares issued to Sponsor, Shares | 5,541,491 | |||||
Ordinary shares, par value | $ 0.0001 | |||||
Shares forfeited, value | $ 0 | |||||
Ordinary shares, shares outstanding | 5,541,491 | |||||
Class B Ordinary Shares | Skydeck Management LLC | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Class B ordinary shares issued to Sponsor | $ 25,000 | |||||
Share price | $ 0.003 | |||||
Class B ordinary shares issued to Sponsor, Shares | 7,187,500 | |||||
Ordinary shares, par value | $ 0.0001 | |||||
Class B Ordinary Shares | Subsequent Event | Founder | Over-Allotment Option | ||||||
Related Party Transaction [Line Items] | ||||||
Shares forfeited | 208,509 | |||||
Ordinary shares, shares outstanding | 5,541,491 | |||||
Class B Ordinary Shares | Subsequent Event | Skydeck Management LLC | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Shares forfeited, value | $ 0 | |||||
Shares forfeited | 1,437,500 | |||||
Ordinary shares, shares outstanding | 5,750,000 | |||||
Class A Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Ordinary shares, par value | $ 0.0001 | |||||
Ordinary shares, shares outstanding | 0 | |||||
Class A Ordinary Shares | Skydeck Management LLC | After Completion of Business Combination | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | |||||
Lock in period of founders shares | 1 year | |||||
Common stock, transfers threshold trading days | 20 days | |||||
Common stock, transfers threshold consecutive trading days | 30 days | |||||
Period from business combination for which closing price of share is considered | 150 days | |||||
Class A Ordinary Shares | Subsequent Event | Initial Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 10 | |||||
Ordinary shares, par value | 0.0001 | |||||
Exercise price of warrant | 11.50 | |||||
Class A Ordinary Shares | Subsequent Event | Initial Public Offering | Warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Exercise price of warrant | $ 11.50 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | May 25, 2021 | Mar. 31, 2021 |
Other Commitments [Line Items] | ||
Description of registration agreement rights | the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |
Percentage of underwriting discount paid on gross proceeds of IPO | 2.00% | |
Percentage of deferred underwriting discount on gross proceeds of IPO | 3.50% | |
Deferred underwriting discount on gross proceeds of IPO | $ 7,758,087 | |
Forward Purchase Agreements Warrants | ||
Other Commitments [Line Items] | ||
Number of shares agreed to subscribe | 3,000,000 | |
Forward purchase agreement, description | Sponsor has agreed to subscribe for an aggregate of 3,000,000 forward purchase units, consisting of one Class A Ordinary Share, or a forward purchase share, and one-third of one Warrant to purchase one Class A Ordinary Share, or a forward purchase warrant, for $10.00 per unit, or an aggregate purchase price of $30 million in a private placement to close substantially concurrently with the closing of the initial Business Combination. | |
Exercise price of warrant | $ 10 | |
Subsequent Event | ||
Other Commitments [Line Items] | ||
Gross proceeds from initial public offering | $ 221,659,620 | |
Over-Allotment Option | ||
Other Commitments [Line Items] | ||
Underwriters option to purchase additional units, term | 45 days | |
Underwriters option to purchase additional units | 3,000,000 | |
Over-allotment option expiration date | Jul. 2, 2021 | |
Over-Allotment Option | Subsequent Event | ||
Other Commitments [Line Items] | ||
Number of shares exercised in underwriters option to purchase additional units | 2,165,962 | |
Gross proceeds from initial public offering | $ 21,659,620 | |
Private Placement | Forward Purchase Agreements Warrants | ||
Other Commitments [Line Items] | ||
Aggregate purchase price | $ 30,000,000 | |
Private Placement | Skydeck Management LLC | ||
Other Commitments [Line Items] | ||
Number of units purchased | 288,795 | |
Gross proceeds from issuance of warrants | $ 433,193 | |
Initial Public Offering | ||
Other Commitments [Line Items] | ||
Underwriting discount paid on gross proceeds of IPO | $ 4,433,192 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Details) - USD ($) | Jul. 02, 2021 | May 25, 2021 | May 21, 2021 | May 31, 2021 | Mar. 31, 2021 |
Class Of Stock [Line Items] | |||||
Preference shares, shares authorized | 1,000,000 | ||||
Preference shares, par value | $ 0.0001 | ||||
Preference shares, shares issued | 0 | ||||
Preference shares, shares outstanding | 0 | ||||
Initial Public Offering | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Stock issued during period, shares | 20,000,000 | ||||
Over-Allotment Option | |||||
Class Of Stock [Line Items] | |||||
Stock issued during period, shares | 3,000,000 | ||||
Over-Allotment Option | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Stock issued during period, shares | 2,165,962 | ||||
Class A Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 200,000,000 | ||||
Ordinary shares, par value | $ 0.0001 | ||||
Ordinary shares, shares issued | 0 | ||||
Ordinary shares, shares outstanding | 0 | ||||
Conversion of stock, description | on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A Ordinary Shares at a rate of less than one-to-one. | ||||
Conversion of stock, converted basis percentage | 20.00% | ||||
Class A Ordinary Shares | Initial Public Offering | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, par value | $ 0.0001 | ||||
Class B Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 20,000,000 | ||||
Ordinary shares, par value | $ 0.0001 | ||||
Ordinary shares, shares issued | 5,541,491 | ||||
Ordinary shares, shares outstanding | 5,541,491 | ||||
Ordinary shares, issued | 7,187,500 | ||||
Ordinary shares, outstanding | 7,187,500 | ||||
Shares forfeited, value | $ 0 | ||||
Shares outstanding subjected to forfeiture | 750,000 | ||||
Class B Ordinary Shares | Skydeck Management LLC | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, outstanding | 5,750,000 | ||||
Shares forfeited, value | $ 0 | ||||
Ordinary shares, cancelled | 1,437,500 | ||||
Class B Ordinary Shares | Skydeck Management LLC | Subsequent Event | Maximum | |||||
Class Of Stock [Line Items] | |||||
Shares outstanding subjected to forfeiture | 750,000 | ||||
Class B Ordinary Shares | Skydeck Management LLC | Initial Public Offering | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Percentage of issued and outstanding ordinary shares | 20.00% | ||||
Class B Ordinary Shares | Founder | Over-Allotment Option | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, shares outstanding | 5,541,491 | ||||
Shares forfeited | 208,509 |