Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 18, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to Arya Sciences Acquisition Corp V’s Quarterly Report on Form 10-Q (the “Amendment No. 1 to the Quarterly Report on Form 10-Q”) amends the Quarterly Report on Form 10-Q of Arya Sciences Acquisition Corp V (the “Company”) as of and for the period ended September 30, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2021. On June 15, 2021, the Company consummated its initial public offering (“Initial Public Offering”) of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. On November 15, 2021, the Company filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Public Shares issued in the Company’s Initial Public Offering on June 15, 2021. As described in Note 2, upon its Initial Public Offering, the Company classified a portion of the Public Shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined that the Public Shares included certain provisions that require classification of the Public Shares as temporary equity. As a result, management corrected the error by reclassifying all Public Shares as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. The Company determined the changes were not qualitatively material to the Company’s previously issued financial statement and did not restate its previously issued financial statement. Instead, the Company revised its previously filed financial statement in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statement. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statement would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Public Shares is material quantitatively and it should restate its previously issued financial statement. Therefore, on March 10, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued audited balance sheet as of July 15, 2021 (the “Post IPO Balance Sheet”), filed with the SEC on July 21, 2021 should be restated to report all Public Shares as temporary equity and should no longer be relied upon. The Company will restate its Post IPO Balance Sheet in its Annual Report for the year ended December 31, 2021. The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Initial Public Offering. | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-40595 | |
Entity Registrant Name | ARYA SCIENCES ACQUISITION CORP V | |
Entity Central Index Key | 0001852432 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1590338 | |
Entity Address, Address Line One | 51 Astor Place, 10th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
City Area Code | 212 | |
Local Phone Number | 284-2300 | |
Title of 12(b) Security | Class A Ordinary Share, $0.0001 par value | |
Trading Symbol | ARYE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,449,000 | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,737,500 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
Current assets: | |
Cash | $ 844,704 |
Prepaid expenses | 539,723 |
Total current assets | 1,384,427 |
Investments held in Trust Account | 149,514,533 |
Total Assets | 150,898,960 |
Current liabilities: | |
Accrued expenses | 226,349 |
Total current liabilities | 226,349 |
Deferred underwriting commissions | 5,232,500 |
Total Liabilities | 5,458,849 |
Commitments and Contingencies | |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (4,060,313) |
Total shareholder's deficit | (4,059,889) |
Total Liabilities and Shareholder's Deficit | 150,898,960 |
Class A Ordinary Shares [Member] | |
Current liabilities: | |
Class A ordinary shares, $0.0001 par value; 14,950,000 | 149,500,000 |
Shareholders' Deficit: | |
Common stock | 50 |
Class B Ordinary Shares [Member] | |
Shareholders' Deficit: | |
Common stock | $ 374 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Shareholders' Deficit: | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 |
Preference shares, shares issued (in shares) | 0 |
Preference shares, shares outstanding (in shares) | 0 |
Class A Ordinary Shares [Member] | |
Liabilities and Shareholders' Deficit | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares subject to possible redemption (in shares) | 14,950,000 |
Ordinary shares, redemption price per share (in dollars per share) | $ / shares | $ 10 |
Shareholders' Deficit: | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 479,000,000 |
Ordinary shares, shares issued (in shares) | 499,000 |
Ordinary shares, shares outstanding (in shares) | 499,000 |
Class B Ordinary Shares [Member] | |
Shareholders' Deficit: | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 |
Ordinary shares, shares issued (in shares) | 3,737,500 |
Ordinary shares, shares outstanding (in shares) | 3,737,500 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 363,776 | $ 380,268 |
Loss from operations | (363,776) | (380,268) |
Unrealized gain on investments held in Trust Account | 14,533 | 14,533 |
Net loss | $ (349,243) | $ (365,735) |
Class A Ordinary Shares [Member] | ||
Weighted average ordinary shares outstanding, basic (in shares) | 13,098,065 | 6,116,863 |
Weighted average ordinary shares outstanding, diluted (in shares) | 13,098,065 | 6,116,863 |
Basic net loss per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
Diluted net loss per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
Class B Ordinary Shares [Member] | ||
Weighted average ordinary shares outstanding, basic (in shares) | 3,663,315 | 3,443,020 |
Weighted average ordinary shares outstanding, diluted (in shares) | 3,663,315 | 3,443,020 |
Basic net loss per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
Diluted net loss per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Ordinary Shares [Member]Class A [Member] | Ordinary Shares [Member]Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | ||
Beginning balance at Feb. 22, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at Feb. 22, 2021 | 0 | 0 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 374 | 24,626 | 0 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | [1] | 3,737,500 | |||||
Net loss | $ 0 | $ 0 | 0 | (9,290) | (9,290) | ||
Ending balance at Mar. 31, 2021 | $ 0 | $ 374 | 24,626 | (9,290) | 15,710 | ||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 3,737,500 | [1] | ||||
Beginning balance at Feb. 22, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | ||
Beginning balance (in shares) at Feb. 22, 2021 | 0 | 0 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (365,735) | ||||||
Ending balance at Sep. 30, 2021 | $ 50 | $ 374 | 0 | (4,060,313) | (4,059,889) | ||
Ending balance (in shares) at Sep. 30, 2021 | 499,000 | 3,737,500 | |||||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 374 | 24,626 | (9,290) | 15,710 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 3,737,500 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ 0 | $ 0 | 0 | (7,202) | (7,202) | ||
Ending balance at Jun. 30, 2021 | $ 0 | $ 374 | 24,626 | (16,492) | 8,508 | ||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 3,737,500 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Sale of private placement shares to Sponsor in private placement | $ 50 | $ 0 | 4,989,950 | 0 | 4,990,000 | ||
Sale of private placement shares to Sponsor in private placement (in shares) | 499,000 | 0 | [1] | ||||
Accretion on Class A ordinary shares subject to possible redemption | (5,014,576) | (3,694,578) | (8,709,154) | ||||
Net loss | $ 0 | $ 0 | 0 | (349,243) | (349,243) | ||
Ending balance at Sep. 30, 2021 | $ 50 | $ 374 | $ 0 | $ (4,060,313) | $ (4,059,889) | ||
Ending balance (in shares) at Sep. 30, 2021 | 499,000 | 3,737,500 | |||||
[1] | This number excludes an aggregate of up to 487,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 15, 2021, the underwriters fully exercised the over-allotment option to purchase additional 1,950,000 Public Shares. As a result, the 487,500 Class B ordinary shares were no longer subject to forfeiture (see Note 4 and 7). |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) | Sep. 30, 2021shares |
Class B [Member] | Maximum [Member] | Sponsor [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Ordinary shares subject to forfeiture (in shares) | 487,500 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (365,735) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses advanced by related party | 1,379 |
Unrealized gain on investments held in Trust Account | (14,533) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (539,723) |
Accrued expenses | 156,349 |
Net cash used in operating activities | (762,263) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (149,500,000) |
Net cash used in investing activities | (149,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 150,000 |
Repayment of note payable and advances to related party | (151,379) |
Proceeds received from initial public offering, gross | 149,500,000 |
Proceeds received from private placement | 4,990,000 |
Offering costs paid associated with initial public offering | (3,381,654) |
Net cash provided by financing activities | 151,106,967 |
Net change in cash | 844,704 |
Cash - beginning of the period | 0 |
Cash - end of the period | 844,704 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Offering costs included in accrued expenses | 70,000 |
Deferred underwriting commissions | $ 5,232,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations ARYA Sciences Acquisition Corp V (the “Company”) was incorporated as a Cayman Islands exempted company on February 22, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 22, 2021 (inception) through September 30, 2021 was related the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is ARYA Sciences Holdings V, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 12, 2021. On July 15, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.7 million, inclusive of approximately $5.2 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or July 15, 2023, (the “Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (excluding 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 assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account . 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. The Sponsor may not 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. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $845,000 in its operating bank account, and working capital of approximately $1.2 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of approximately $151,000 from the Sponsor pursuant to the Note (as defined in Note 4) and advances from the Sponsor, and $2 million in proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on July 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies (as Restated) Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2021 and for the period from February 22, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and the final prospectus filed by the Company with the SEC on July 21, 2021 and July 15, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. Use of Estimates The preparation of 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the condensed balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs associated with the Class A ordinary shares issue d were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ deficit. The Public 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, as of September 30, 2021, 14,950,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss per Ordinary Shares The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the classes of shares. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended September 30, 2021 For the period from February 22, (inception) through September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (272,914 ) $ (76,329 ) $ (234,014 ) $ (131,721 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 13,098,065 3,663,315 6,116,863 3,443,020 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.04 ) 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’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On July 15, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.7 million, inclusive of approximately $5.2 million in deferred underwriting commissions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On March 18, 2021, the Sponsor paid $25,000 to cover certain of the Company’s expenses in exchange for the issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In June 2021, the Sponsor transferred an aggregate of 120,000 Founder Shares to the Company’s independent director nominees. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement) after the Initial Public Offering. On July 15, 2021, the underwriters fully exercised the over-allotment option to purchase additional 1,950,000 Public Shares. As a result, the 487,500 Class B ordinary shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 31, 2021, a related party advanced approximately $1,400 to cover for certain expenses on behalf of the Company. The Company fully repaid the advance from related party of approximately $1,400 on April 5, 2021. On March 18, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $150,000 under the Note and fully repaid the Note amount on July 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lender ’ Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, as well as the Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its 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, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On July 15, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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 the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6 — Class A Ordinary Shares Subject to Possible Redemption The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of September 30, 2021, there were 14,950,000 Class A ordinary shares subject to possible redemption. The Public Shares issued in the Initial Public Offering exercise by the underwriters of the over-allotment option were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds from Initial Public Offering $ 149,500,000 Less: - Offering costs allocated to Class A shares subject to possible redemption (8,709,154 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,709,154 Class A ordinary shares subject to possible redemption $ 149,500,000 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Shareholder's Equity [Abstract] | |
Shareholder's Equity | Note 7 - Shareholders’ Equity Preference Shares The Company is authorized to issue 1,000,000 preference shares 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 September 30, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. 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. As of September 30, 2021, there were 3,737,500 Class B ordinary shares issued and outstanding (see Note 4) Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination 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 (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note - Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level Significant Other Observable Inputs (Level Significant Other Unobservable Inputs (Level Assets held in Trust Account: U.S. Treasury Securities $ 149,507,524 $ - $ - Cash equivalents - money market funds 7,009 - - $ 149,514,533 $ - $ - Transfers to/from Levels and are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the September Level instruments include investments U.S. Treasury securities with an original maturity of days or less. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, except as noted above regarding the initial public offering, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2021 and for the period from February 22, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and the final prospectus filed by the Company with the SEC on July 21, 2021 and July 15, 2021, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. |
Use of Estimates | Use of Estimates The preparation of 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the condensed balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs associated with the Class A ordinary shares issue d were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ deficit. The Public 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, as of September 30, 2021, 14,950,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net loss per ordinary shares | Net Loss per Ordinary Shares The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the classes of shares. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended September 30, 2021 For the period from February 22, (inception) through September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (272,914 ) $ (76,329 ) $ (234,014 ) $ (131,721 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 13,098,065 3,663,315 6,116,863 3,443,020 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.04 ) |
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’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the classes of shares. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended September 30, 2021 For the period from February 22, (inception) through September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (272,914 ) $ (76,329 ) $ (234,014 ) $ (131,721 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 13,098,065 3,663,315 6,116,863 3,443,020 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.04 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Public Shares issued in the Initial Public Offering exercise by the underwriters of the over-allotment option were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds from Initial Public Offering $ 149,500,000 Less: - Offering costs allocated to Class A shares subject to possible redemption (8,709,154 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,709,154 Class A ordinary shares subject to possible redemption $ 149,500,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level Significant Other Observable Inputs (Level Significant Other Unobservable Inputs (Level Assets held in Trust Account: U.S. Treasury Securities $ 149,507,524 $ - $ - Cash equivalents - money market funds 7,009 - - $ 149,514,533 $ - $ - |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Jul. 15, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Business |
Initial Public Offering and Private Placement [Abstract] | ||
Gross proceeds from initial public offering | $ 149,500,000 | |
Deferred offering costs associated with initial public offering | $ 8,700,000 | |
Deferred underwriting commissions | 5,200,000 | |
Gross proceeds from private placement | 4,990,000 | |
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 149,500,000 | $ 149,500,000 |
Unit price, Initial Public Offering and Private Placement (in dollars per unit) | $ / shares | $ 10 | |
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |
Minimum [Member] | ||
Initial Public Offering and Private Placement [Abstract] | ||
Number of operating businesses included in initial Business Combination | Business | 1 | |
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | |
Post-transaction ownership percentage of the target business | 50.00% | |
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | |
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | |
Maximum [Member] | ||
Initial Public Offering and Private Placement [Abstract] | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 24 months | |
Period to cease operations if Business Combination is not completed within Combination Period | 10 days | |
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Private Placement Shares [Member] | ||
Initial Public Offering and Private Placement [Abstract] | ||
Shares issued (in shares) | shares | 499,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Gross proceeds from private placement | $ 5,000,000 | |
Initial Public Offering [Member] | ||
Initial Public Offering and Private Placement [Abstract] | ||
Gross proceeds from initial public offering | $ 149,500,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Initial Public Offering and Private Placement [Abstract] | ||
Shares issued (in shares) | shares | 14,950,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Gross proceeds from initial public offering | $ 149,500,000 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Initial Public Offering and Private Placement [Abstract] | ||
Shares issued (in shares) | shares | 1,950,000 | |
Share price (in dollars per share) | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | Jul. 15, 2021 | Mar. 18, 2021 | Sep. 30, 2021 |
Liquidity and Capital Resources [Abstract] | |||
Cash at bank | $ 844,704 | ||
Working capital | 1,200,000 | ||
Loan proceeds | 150,000 | ||
Private Placement Shares [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Proceeds from private placement not held in Trust Account | $ 2,000,000 | ||
Sponsor [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Offering costs paid by sponsor in exchange for issuance of founder shares | 25,000 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Loan proceeds | $ 150,000 | 151,000 | |
Working capital loan outstanding amount | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) | Sep. 30, 2021USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) | Sep. 30, 2021shares |
Class A Ordinary Shares [Member] | |
Common stock subject to possible redemption [Abstract] | |
Ordinary shares subject to possible redemption (in shares) | 14,950,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Income Taxes (Details) | Sep. 30, 2021USD ($) |
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Net Loss Per Ordinary Shares (Details) - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Ordinary Shares [Member] | ||
Numerator: [Abstract] | ||
Allocation of net income (loss) | $ (272,914) | $ (234,014) |
Denominator: [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 13,098,065 | 6,116,863 |
Diluted weighted average ordinary shares outstanding (in shares) | 13,098,065 | 6,116,863 |
Basic net income (loss) per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
Diluted net income (loss) per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
Class B Ordinary Shares [Member] | ||
Numerator: [Abstract] | ||
Allocation of net income (loss) | $ (76,329) | $ (131,721) |
Denominator: [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 3,663,315 | 3,443,020 |
Diluted weighted average ordinary shares outstanding (in shares) | 3,663,315 | 3,443,020 |
Basic net income (loss) per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
Diluted net income (loss) per ordinary share (in dollars per share) | $ (0.02) | $ (0.04) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 15, 2021 | Sep. 30, 2021 |
Initial Public Offering [Abstract] | ||
Gross proceeds from initial public offering | $ 149,500,000 | |
Deferred offering costs associated with initial public offering | $ 8,700,000 | |
Deferred underwriting commissions | $ 5,200,000 | |
Initial Public Offering [Member] | ||
Initial Public Offering [Abstract] | ||
Gross proceeds from initial public offering | $ 149,500,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Shares issued (in shares) | 14,950,000 | |
Share price (in dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 149,500,000 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Shares issued (in shares) | 1,950,000 | |
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | Jul. 15, 2021 | Mar. 18, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Founder Shares [Abstract] | ||||
Founder shares as a percentage of issued and outstanding shares after initial public offering | 20.00% | |||
Over-Allotment Option [Member] | Public Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 1,950,000 | |||
Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||
Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Sponsor [Member] | Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Number of trading days | 20 days | |||
Trading day threshold period | 30 days | |||
Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Threshold period after initial Business Combination | 150 days | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Shares issued (in shares) | 3,737,500 | |||
Founder shares as a percentage of issued and outstanding shares after initial public offering | 20.00% | |||
Number of shares no longer subject to forfeiture (in shares) | 487,500 | |||
Period to not transfer, assign or sell Founder Shares | 1 year | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Shares subject to forfeiture (in shares) | 487,500 | |||
Independent Director Nominees [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 120,000 |
Related Party Transactions, F_2
Related Party Transactions, Founder Shares, Private Placement Shares (Details) - USD ($) | Jul. 15, 2021 | Sep. 30, 2021 |
Private Placement [Abstract] | ||
Gross proceeds from private placement | $ 4,990,000 | |
Private Placement Shares [Member] | ||
Private Placement [Abstract] | ||
Shares issued (in shares) | 499,000 | |
Share price (in dollars per share) | $ 10 | |
Gross proceeds from private placement | $ 5,000,000 | |
Number of days shares are transferrable after completion of initial business combination | 30 days | |
Sponsor [Member] | Private Placement Shares [Member] | ||
Private Placement [Abstract] | ||
Shares issued (in shares) | 499,000 | |
Share price (in dollars per share) | $ 10 | |
Gross proceeds from private placement | $ 5,000,000 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans and Administrative Support Agreement (Details) - USD ($) | Jul. 15, 2021 | Apr. 05, 2021 | Mar. 18, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Related Party Loans [Abstract] | ||||||
Repayment to related party | $ 151,379 | |||||
Loan proceeds | 150,000 | |||||
Administrative Support Agreement [Abstract] | ||||||
Related party expense | $ 363,776 | 380,268 | ||||
Sponsor [Member] | Promissory Note [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Related party transaction | $ 300,000 | |||||
Repayment to related party | $ 150,000 | |||||
Loan proceeds | $ 150,000 | 151,000 | ||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||
Administrative Support Agreement [Abstract] | ||||||
Monthly fee | 10,000 | |||||
Related party expense | $ 26,000 | 26,000 | ||||
Sponsor [Member] | Advance [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Related party transaction | $ 1,400 | |||||
Repayment to related party | $ 1,400 | |||||
Sponsor Affiliate of Sponsor or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Conversion value | $ 1,500,000 | |||||
Conversion price (in dollars per share) | $ 10 | $ 10 | ||||
Borrowings outstanding | $ 0 | $ 0 |
Commitments and Contingencies,
Commitments and Contingencies, Registration Rights (Details) | Jul. 15, 2021Demand |
Registration Rights [Abstract] | |
Number of demands eligible security holder can make | 3 |
Commitments and Contingencies_2
Commitments and Contingencies, Underwriting Agreement (Details) $ / shares in Units, $ in Millions | Jul. 15, 2021USD ($)$ / sharesshares |
Underwriting Agreement [Abstract] | |
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days |
Additional shares that can be purchased to cover over-allotments (in shares) | shares | 1,950,000 |
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 |
Underwriting discount | $ | $ 3 |
Deferred underwriting commissions (in dollars per share) | $ / shares | $ 0.35 |
Deferred underwriting commissions | $ | $ 5.2 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 7 Months Ended |
Sep. 30, 2021USD ($)shares | |
Common Stock Subject To Possible Redemption [Abstract] | |
Gross proceeds from initial public offering | $ 149,500,000 |
Offering costs paid associated with initial public offering | $ (3,381,654) |
Class A Ordinary Shares [Member] | |
Common Stock Subject To Possible Redemption [Abstract] | |
Ordinary shares subject to possible redemption (in shares) | shares | 14,950,000 |
Class A ordinary shares subject to possible redemption | $ 149,500,000 |
Initial Public Offering [Member] | |
Common Stock Subject To Possible Redemption [Abstract] | |
Gross proceeds from initial public offering | $ 149,500,000 |
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |
Common Stock Subject To Possible Redemption [Abstract] | |
Ordinary shares subject to possible redemption (in shares) | shares | 14,950,000 |
Offering costs paid associated with initial public offering | $ (8,709,154) |
Accretion on Class A ordinary shares subject to possible redemption amount | 8,709,154 |
Class A ordinary shares subject to possible redemption | $ 149,500,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 7 Months Ended | |
Sep. 30, 2021Vote$ / sharesshares | Mar. 18, 2021$ / shares | |
Stockholders' Equity [Abstract] | ||
Preference shares, shares authorized (in shares) | 1,000,000 | |
Preference shares, shares issued (in shares) | 0 | |
Preference shares, shares outstanding (in shares) | 0 | |
Voting rights per share | Vote | 1 | |
Founder shares as a percentage of issued and outstanding shares after initial public offering | 20.00% | |
Stock conversion basis at time of business combination | 1 | |
Class A Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 479,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Voting rights per share | Vote | 1 | |
Ordinary shares, shares issued (in shares) | 15,499,000 | |
Ordinary shares, shares outstanding (in shares) | 15,499,000 | |
Ordinary shares, shares issued (in shares) | 499,000 | |
Ordinary shares, shares outstanding (in shares) | 499,000 | |
Ordinary shares subject to possible redemption (in shares) | 14,950,000 | |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 20,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 3,737,500 | |
Ordinary shares, shares outstanding (in shares) | 3,737,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Investments held in Trust Account [Abstract] | |
Transfers from Level 1 to Level 2 | $ 0 |
Transfers from Level 2 to Level 1 | 0 |
Transfers in into Level 3 | 0 |
Transfers out of Level 3 | $ 0 |
Maximum [Member] | |
Investments held in Trust Account [Abstract] | |
Investment maturity period | 185 days |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | $ 149,514,533 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | 149,507,524 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Cash Equivalents - Money Market Funds [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | 7,009 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Cash Equivalents - Money Market Funds [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Cash Equivalents - Money Market Funds [Member] | |
Investments held in Trust Account [Abstract] | |
Investments held in Trust Account | $ 0 |