Document and Entity Information
Document and Entity Information - shares | 7 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40570 | |
Entity Registrant Name | FRONTIER INVESTMENT CORP | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | PO Box 309, Ugland House | |
Entity Address, City or Town | Grand Cayman | |
Entity Address State Or Province | KY | |
Entity Address, Postal Zip Code | 1104 | |
City Area Code | 302 | |
Local Phone Number | 351-3367 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001855693 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | true | |
Units, each consisting of one ordinary share and one-third of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share and one-third of one redeemable warrant | |
Trading Symbol | FICVU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | FICV | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Warrants, each exercisable for one ordinary share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one ordinary share | |
Trading Symbol | FICVW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
Current Assets: | |
Cash | $ 1,280,016 |
Prepaid expenses | 200,100 |
Total Current Assets | 1,480,116 |
Prepaid expenses | 141,124 |
Investments held in Trust Account | 200,002,407 |
Total Assets | 201,623,647 |
Current Liabilities: | |
Accounts payable and accrued expenses | 3,090 |
Accrued offering costs | 33,726 |
Total Current Liabilities | 36,816 |
Derivative warranty liabilities | 8,378,541 |
Deferred underwriting commission | 7,000,000 |
Total Liabilities | 15,415,357 |
COMMITMENTS AND CONTINGENCIES (Note 6) | |
Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.00 per share) | 200,000,000 |
Shareholders' deficit: | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (13,792,210) |
Total Shareholders' Deficit | (13,791,710) |
Total Liabilities and Shareholders' Deficit | 201,623,647 |
Class B ordinary shares | |
Shareholders' deficit: | |
Ordinary shares | $ 500 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Temporary equity, shares outstanding | 20,000,000 |
Redemption price per share | $ / shares | $ 10 |
Class A ordinary shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 500,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class A common stock subject to redemption | |
Temporary equity, shares outstanding | 20,000,000 |
Class B ordinary shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 50,000,000 |
Common shares, shares issued | 5,000,000 |
Common shares, shares outstanding | 5,000,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 104,281 | $ 116,713 |
Total operating expenses | 104,281 | 116,713 |
Other (expense) income | ||
Interest income on assets held in Trust Account | 2,407 | 2,407 |
Transaction costs allocable to derivative warrant liabilities | (383,507) | (383,507) |
Change in fair value of derivative warrant liabilities | 4,016,583 | 4,016,583 |
Total other income | 3,635,483 | 3,635,483 |
Net income | $ 3,531,202 | $ 3,518,770 |
Class A ordinary shares | ||
Other (expense) income | ||
Weighted average shares outstanding, basic | 18,901,099 | 9,052,632 |
Weighted average shares outstanding, diluted | 18,901,099 | 9,052,632 |
Basic net loss per ordinary share | $ 0.15 | $ 0.25 |
Diluted net loss per ordinary share | $ 0.15 | $ 0.25 |
Class B ordinary shares | ||
Other (expense) income | ||
Weighted average shares outstanding, basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 |
Basic net loss per ordinary share | $ 0.15 | $ 0.25 |
Diluted net loss per ordinary share | $ 0.15 | $ 0.25 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B ordinary sharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 31, 2021 | $ 575 | $ 24,425 | $ (4,210) | $ 20,790 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (8,222) | (8,222) | ||
Balance at the end at Jun. 30, 2021 | $ 575 | 24,425 | (12,432) | 12,568 |
Balance at the end (in shares) at Jun. 30, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cash received in excess of fair value of private placement warrants | 189,875 | 189,875 | ||
Forfeiture of shares upon non exercise of underwriters over-allotment option | $ (75) | 75 | ||
Forfeiture of shares upon non exercise of underwriters over-allotment option (in shares) | (750,000) | |||
Net income (loss) | 3,531,202 | 3,531,202 | ||
Accretion to redemption value of Class A ordinary shares | $ (214,375) | (17,310,980) | (17,525,355) | |
Balance at the end at Sep. 30, 2021 | $ 500 | $ (13,792,210) | $ (13,791,710) | |
Balance at the end (in shares) at Sep. 30, 2021 | 5,000,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - Class B ordinary shares - Sponsor | Jun. 24, 2021shares |
Shares forfeited for non consideration | 1,437,500 |
Founder shares held by sponsor | 5,750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 3,518,770 |
Transaction costs allocable to derivative warrant liabilities | 383,507 |
Change in fair value of derivative warrant liabilities | (4,016,583) |
Interest income on assets held in Trust Account | (2,407) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (341,225) |
Accounts payable and accrued expenses | 3,090 |
Accrued offering costs | 33,726 |
Net cash used in operating activities | (421,122) |
Cash flows from investing activities: | |
Cash deposited into trust account | (200,000,000) |
Net cash used in investing activities | (200,000,000) |
Cash flows from financing activities: | |
Sale of units in public offering, net | 195,551,138 |
Sale of private placement warrants to sponsor | 6,125,000 |
Proceeds from issuance of Class B ordinary shares to sponsor | 25,000 |
Related party advances | 125,000 |
Repayment of related party advances | (125,000) |
Net cash provided by financing activities | 201,701,138 |
Net change in cash | 1,280,016 |
Cash at beginning of period | 1,280,016 |
Non-cash financing activities: | |
Deferred underwriting commission | 7,000,000 |
Initial classification of Class A ordinary shares subject to possible redemption | 200,000,000 |
Initial classification of fair value of warrants | $ 12,395,124 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 7 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Frontier Investment Corp (the “Company”) was incorporated in the Cayman Islands on February 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through September 30, 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 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 net proceeds derived from the Public Offering and non-operating income or expense from the change in fair value of derivative warrant liabilities. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 30, 2021. On July 6, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,125,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in private placements to Frontier Disruption Capital (the “Sponsor”). Following the closing of the Initial Public Offering on July 6, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”). The $200,000,000 was the result of an initial deposit of $201,948,755 on July 6, 2021 and a subsequent transfer from the Trust Account to the Company’s operating bank account for the excess amount of $1,948,755. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable, if any, on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Public Offering, management has agreed that $10.00 per Unit sold in the Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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. 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 anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable, if any). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as an adjustment to adjust the temporary equity to redemption amount. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, all of the Public Shares are redeemable and are classified as such on the condensed balance sheet until such date that a redemption event takes place. The Company’s Charter states that it will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until 24 months from the closing of the Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes, if any. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plan On July 7, 2021, $1,948,755 of excess funds held in the Trust Account were transferred to the Company’s operating bank account and are available for the general use of the Company. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205 – 40, Presentation of Financial Statements - Going Concern management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 7 Months Ended |
Sep. 30, 2021 | |
RESTATEMENT OF FINANCIAL STATEMENTS. | |
RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly presented its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent 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 impact on previously issued financial statements is presented below. As previously reported Adjustments As restated July 6, 2021 balance sheet (included in form 8-K dated July 6, 2021) Temporary equity 177,248,378 22,751,622 200,000,000 Stockholders’ (deficit) equity Class A Ordinary Shares 228 (228) — Class B Ordinary Shares 575 — 575 Shareholder receivable (25,000) — (25,000) Additional paid in capital 5,420,139 (5,420,139) — Accumulated deficit (395,939) (17,331,255) (17,727,194) Total stockholders’ equity (deficit) 5,000,003 (22,751,622) (17,751,619) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 7 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering, as filed with the SEC on July 2, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 7, 2021, revised as discussed above in Note 2. In the opinion of the Company’s management, the unaudited condensed financial statements as of September 30, 2021, for the three months ended September 30, 2021, and for the period from February 23, 2021 (inception) through September 30, 2021 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021 and its results of operations and cash flows for the three months ended September 30, 2021, and for the period from February 23, 2021 (inception) through September 30, 2021. The results of operations for the three months ended September 30, 2021, and for the period from February 23, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021, or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. 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 equivalents as of September 30, 2021. Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 24, 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. 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. Net Income or Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Three Months Ended For the Period From February 23, 2021 (Inception) September 30, 2021 Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,792,491 $ 738,711 $ 2,266,773 $ 1,251,997 Denominator: Basic and diluted weighted average shares outstanding 18,901,099 5,000,000 9,052,632 5,000,000 Basic and diluted net income (loss) per common share $ 0.15 $ 0.15 $ 0.25 $ 0.25 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. US 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. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 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)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2023, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company is currently assessing the impact the new guidance will have on its financial statements. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, except as noted above, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 7 Months Ended |
Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000 . Each Unit consists of one share of the Company’s Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Share”), and one -third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 7 Months Ended |
Sep. 30, 2021 | |
PRIVATE PLACEMENTS | |
PRIVATE PLACEMENTS | NOTE 5 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 6,125,000 Private Placement Warrants (or 6,725,000 Private Placement Warrants if the underwriters’ over-allotment had been exercised in full) at a price of $1.00 per Private Placement Warrant ( $6,125,000 , or an aggregate of $6,725,000 if the underwriters’ over-allotment had been exercised in full). Each Private Placement Warrant is exercisable to purchase one Class A ordinary shares at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTIES
RELATED PARTIES | 7 Months Ended |
Sep. 30, 2021 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 6 — RELATED PARTIES Founder Shares On March 24, 2021, the Sponsor received 7,187,500 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for paying deferred offering costs of $25,000. On June 24, 2021, the sponsor surrendered and forfeited 1,437,500 founder shares for no consideration, following which the Sponsor held 5,750,000 founder shares. All share amounts have been retroactively restated to reflect this surrender. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters’ over-allotment was not exercised and as such the Sponsor forfeited 750,000 shares on July 6, 2021. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Prior to the completion of the initial business combination, only holders of the Class B ordinary shares will be entitled to vote on the appointment of directors Administrative Services Agreement Commencing on the date the Units were first listed on the Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company will begin paying these fees in the fourth quarter of 2021. There was no payable at September 30, 2021. Advances from Related Party The Sponsor and related parties of the Sponsor paid certain formation and operating costs on behalf of the Company. These advances are due on demand and non-interest bearing. In addition, the related party paid offering costs of $150,000 on behalf of the Sponsor, which amount was repaid in full. As of September 30, 2021, the amount due to the related party was $0. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021, there was no amount outstanding under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 7 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters did not exercise the over-allotment option. In connection with the Initial Public Offering, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 7 Months Ended |
Sep. 30, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 8 — SHAREHOLDERS’ EQUITY Preferred Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of ordinary shares, 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 our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 7 Months Ended |
Sep. 30, 2021 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 9 — WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Public Warrants are exercisable for $11.50 per share, subject to adjustment as described 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, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ' prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, share dividends, reorganization, recapitalizations and the like) 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 warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — ● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-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; and ● if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding public warrants, as described above. The “fair market value” of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the 12,791,667 warrants to be issued in connection with the Initial Public Offering (including 6,666,667 Public Warrants and 6,125,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be classified as a liability. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. No events have occurred through September 30, 2021 that would result in a change to the warrants’ classification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 7 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2021 Assets: Marketable securities 1 $ 200,002,406 Liabilities: Warrant liability 3 $ 8,378,541 The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative warrant liabilities in the condensed statements of operations. The Company used a Monte Carlo simulation model to value the Public Warrants and a Black-Scholes model to value the Private Placement Warrants at both the initial measurement date and at September 30, 2021. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A Common Stock and one initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Although the Public Warrants were traded in a market during the third quarter of 2021, the Company concluded that the market did not meet the definition of a Level 1 market as the market was not active. As such, the Company continued to use Level 3 models to value the Public Warrants. The range of key inputs into the Monte Carlo simulation model and the Black-Scholes model were as follows during the period from February 23, 2021 (inception) through September 30, 2021: September 30, July 6, 2021 2021 Risk-free interest rate 1.10 % 0.97 % Expected life of grants 6.0 years 6.0 years Expected volatility of underlying stock 12.9-13 % 15.0-16.0 % Dividends 0 % 0 % Probability of Business Combination 85 % 85 % The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended September 30, 2021 and the period from February 23, 2021 (inception) through September 30, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, February 23, 2021 $ — Derivative liabilities recorded on issuance of derivative Warrants 12,395,124 Transfer of public warrants from Level 3 to Level 1 — Change in fair value of derivative liabilities (4,016,583) Balance, September 30, 2021 $ 8,378,541 As of September 30, 2021, the derivative liability was $8,378,541. In addition, for the three months ended September 30, 2021 and the period February 23, 2021 through September 30, 2021, the Company recorded $4,016,583 as a gain on the change in fair value of derivative warrant liabilities in the condensed statements of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 7 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed financial statements were available to be issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 7 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering, as filed with the SEC on July 2, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 7, 2021, revised as discussed above in Note 2. In the opinion of the Company’s management, the unaudited condensed financial statements as of September 30, 2021, for the three months ended September 30, 2021, and for the period from February 23, 2021 (inception) through September 30, 2021 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021 and its results of operations and cash flows for the three months ended September 30, 2021, and for the period from February 23, 2021 (inception) through September 30, 2021. The results of operations for the three months ended September 30, 2021, and for the period from February 23, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021, or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. |
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 equivalents as of September 30, 2021. |
Offering Costs associated with a Public Offering | Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 24, 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. 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. |
Net Income or Loss per Ordinary Share | Net Income or Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Three Months Ended For the Period From February 23, 2021 (Inception) September 30, 2021 Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,792,491 $ 738,711 $ 2,266,773 $ 1,251,997 Denominator: Basic and diluted weighted average shares outstanding 18,901,099 5,000,000 9,052,632 5,000,000 Basic and diluted net income (loss) per common share $ 0.15 $ 0.15 $ 0.25 $ 0.25 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. US 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. |
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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 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)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2023, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company is currently assessing the impact the new guidance will have on its financial statements. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, except as noted above, if currently adopted, would have a material effect on the Company’s financial statements. |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
RESTATEMENT OF FINANCIAL STATEMENTS. | |
Summary of impact on previously issued financial statements | The impact on previously issued financial statements is presented below. As previously reported Adjustments As restated July 6, 2021 balance sheet (included in form 8-K dated July 6, 2021) Temporary equity 177,248,378 22,751,622 200,000,000 Stockholders’ (deficit) equity Class A Ordinary Shares 228 (228) — Class B Ordinary Shares 575 — 575 Shareholder receivable (25,000) — (25,000) Additional paid in capital 5,420,139 (5,420,139) — Accumulated deficit (395,939) (17,331,255) (17,727,194) Total stockholders’ equity (deficit) 5,000,003 (22,751,622) (17,751,619) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of basic and diluted net income (loss) per share | Three Months Ended For the Period From February 23, 2021 (Inception) September 30, 2021 Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,792,491 $ 738,711 $ 2,266,773 $ 1,251,997 Denominator: Basic and diluted weighted average shares outstanding 18,901,099 5,000,000 9,052,632 5,000,000 Basic and diluted net income (loss) per common share $ 0.15 $ 0.15 $ 0.25 $ 0.25 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
Summary of assets and liabilities that are measured at fair value | September 30, Description Level 2021 Assets: Marketable securities 1 $ 200,002,406 Liabilities: Warrant liability 3 $ 8,378,541 |
Summary of key inputs into the Monte Carlo simulation model and the Black-Scholes model | September 30, July 6, 2021 2021 Risk-free interest rate 1.10 % 0.97 % Expected life of grants 6.0 years 6.0 years Expected volatility of underlying stock 12.9-13 % 15.0-16.0 % Dividends 0 % 0 % Probability of Business Combination 85 % 85 % |
Schedule of change in the fair value of the derivative liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, February 23, 2021 $ — Derivative liabilities recorded on issuance of derivative Warrants 12,395,124 Transfer of public warrants from Level 3 to Level 1 — Change in fair value of derivative liabilities (4,016,583) Balance, September 30, 2021 $ 8,378,541 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details) | Jul. 06, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jul. 07, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Condition for future business combination number of businesses minimum | 1 | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,000,000 | ||
Proceeds from issuance initial public offering | $ 195,551,138 | ||
Cash held outside the Trust Account | $ 1,948,755 | 1,280,016 | $ 1,948,755 |
Proceeds From Issuance Initial Public Offering, Net | $ 201,948,755 | ||
Payments for investment of cash in Trust Account | $ 200,000,000 | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition for future business combination threshold Percentage Ownership | 50 | ||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Threshold period from closing of public offering entity is obligated to complete business combination | 24 months | ||
Redemption period upon closure | 10 days | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 9.20 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,000,000 | ||
Proceeds from issuance initial public offering | $ 200,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | 10 | |
Payments for investment of cash in Trust Account | $ 200,000,000 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | 10 | ||
Sponsor | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrant | $ / shares | $ 1 | ||
Sale of Private Placement Warrants (in shares) | shares | 6,125,000 |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | Sep. 30, 2021 | Jul. 06, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Redemption price per share | $ 10 | |||
Stockholders' equity | ||||
Temporary equity | $ 200,000,000 | $ 200,000,000 | ||
Shareholder receivable | (25,000) | |||
Accumulated deficit | (13,792,210) | (17,727,194) | ||
Total stockholders' equity (deficit) | (13,791,710) | (17,751,619) | $ 12,568 | $ 20,790 |
Class A common stock not subject to redemption | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Redemption price per share | $ 10 | |||
Class B ordinary shares | ||||
Stockholders' equity | ||||
Ordinary shares | $ 500 | 575 | ||
As Previously Reported | ||||
Stockholders' equity | ||||
Temporary equity | 177,248,378 | |||
Shareholder receivable | (25,000) | |||
Additional paid in capital | 5,420,139 | |||
Accumulated deficit | (395,939) | |||
Total stockholders' equity (deficit) | 5,000,003 | |||
As Previously Reported | Class A ordinary shares | ||||
Stockholders' equity | ||||
Ordinary shares | 228 | |||
As Previously Reported | Class B ordinary shares | ||||
Stockholders' equity | ||||
Ordinary shares | 575 | |||
Adjustments | ||||
Stockholders' equity | ||||
Temporary equity | 22,751,622 | |||
Additional paid in capital | (5,420,139) | |||
Accumulated deficit | (17,331,255) | |||
Total stockholders' equity (deficit) | (22,751,622) | |||
Adjustments | Class A ordinary shares | ||||
Stockholders' equity | ||||
Ordinary shares | $ (228) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 7 Months Ended | ||
Sep. 30, 2021 | Jul. 06, 2021 | Mar. 24, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Unrecognized tax benefits | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Transaction Costs | $ 469,063 | ||
Underwriter discount | 4,000,000 | ||
Deferred underwriting fee | 7,000,000 | ||
Offering costs allocated to warrants, expensed as incurred. | 383,507 | ||
Class A common stock subject to possible redemption | 200,000,000 | $ 200,000,000 | |
Cash, FDIC Insured Amount | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A ordinary shares | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 2,792,491 | $ 2,266,773 |
Denominator: | ||
Weighted average shares outstanding, basic | 18,901,099 | 9,052,632 |
Weighted average shares outstanding, diluted | 18,901,099 | 9,052,632 |
Basic net loss per ordinary share | $ 0.15 | $ 0.25 |
Diluted net loss per common share | $ 0.15 | $ 0.25 |
Class B ordinary shares | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 738,711 | $ 1,251,997 |
Denominator: | ||
Weighted average shares outstanding, basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 |
Basic net loss per ordinary share | $ 0.15 | $ 0.25 |
Diluted net loss per common share | $ 0.15 | $ 0.25 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jul. 06, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | ||
Proceeds from issuance initial public offering | $ 195,551,138 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.33 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 9.20 | $ 9.20 | |
Exercise price of warrants | 11.50 | 11.50 | |
Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value (in dollars per share) | 0.0001 | 0.0001 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Purchase price, per unit | $ 10 | 10 | 10 |
Proceeds from issuance initial public offering | $ 200,000,000 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | $ 10 | |
Number of warrants in a unit | 0.33 | ||
Initial Public Offering | Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value (in dollars per share) | $ 0.0001 | ||
Number of shares in a unit | 1 | ||
Initial Public Offering | Class A ordinary shares | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENTS (Details)
PRIVATE PLACEMENTS (Details) | 7 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of private placement warrants to sponsor | $ | $ 6,125,000 |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of private placement warrants to sponsor | $ | $ 6,125,000 |
Number of shares per warrant | shares | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days |
Private Placement Warrants | Sponsor | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants issued | shares | 6,125,000 |
Price of warrants | $ / shares | $ 1 |
Over-allotment option | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants issued | shares | 6,725,000 |
Sale of private placement warrants to sponsor | $ | $ 6,725,000 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) | Jul. 06, 2021shares | Jun. 24, 2021USD ($)shares | Mar. 24, 2021USD ($)shares | Mar. 31, 2021USD ($) | Sep. 30, 2021D$ / shares |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Shares forfeited | 750,000 | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Founder Shares | Sponsor | Class B ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 7,187,500 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Aggregate Of Sponsor Shares Surrendered | 1,437,500 | ||||
Consideration received | $ | $ 0 | ||||
Aggregate number of shares owned | 5,750,000 | ||||
Shares subject to forfeiture | 750,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares |
Advances From Related Party | ||
Related Party Transaction [Line Items] | ||
Outstanding balance of related party note | $ 0 | $ 0 |
Expenses incurred and paid | 150,000 | |
Administrative Services Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 0 | 10,000 |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Outstanding balance of related party note | 0 | 0 |
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 |
Price of warrant | $ / shares | $ 1 | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 7 Months Ended |
Sep. 30, 2021USD ($)item$ / sharesshares | |
COMMITMENTS AND CONTINGENCIES | |
Maximum number of demands for registration of securities | item | 3 |
Over Allotment Option Period | 45 days |
Units Issued During Period, Shares, New Issues | shares | 3,000,000 |
Deferred fee per unit | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ | $ 7,000,000 |
Underwriting cash discount per unit | $ / shares | $ 0.20 |
Underwriter cash discount | $ | $ 4,000,000 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) | Sep. 30, 2021$ / sharesshares |
SHAREHOLDERS' EQUITY | |
Preferred shares, shares authorized | 5,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) | 7 Months Ended | |
Sep. 30, 2021Vote$ / sharesshares | Jun. 24, 2021shares | |
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 20,000,000 | |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 0 | |
Common shares, shares outstanding (in shares) | 0 | |
Class B ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 5,000,000 | |
Common shares, shares outstanding (in shares) | 5,000,000 | |
Ratio to be applied to the stock in the conversion | 20 | |
Class B ordinary shares | Sponsor | ||
Class of Stock [Line Items] | ||
Shares forfeited for non consideration | 1,437,500 | |
Founder shares held by sponsor | 5,750,000 | |
Class B ordinary shares | Over-allotment option | ||
Class of Stock [Line Items] | ||
Common stock subject to forfeiture | 750,000 |
WARRANT LIABILITIES - Additiona
WARRANT LIABILITIES - Additional Information (Details) | 7 Months Ended |
Sep. 30, 2021$ / sharesDshares | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Multiplier used in calculating warrant exercise price | 0.361 |
Warrant redemption condition minimum share price | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 10 days |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 20 days |
Warrants outstanding | shares | 12,791,667 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Warrants outstanding | shares | 6,125,000 |
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Restrictions on transfer period of time after business combination completion | 30 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Purchase price, per unit | $ 9.20 |
Period of time within which registration statement is expected to become effective | 60 days |
Warrants outstanding | shares | 6,666,667 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Warrant exercise price adjustment multiple | 115 |
Trading period after business combination used to measure dilution of warrant | 20 days |
Public Warrants | Minimum | |
Class of Warrant or Right [Line Items] | |
Redemption trigger price | $ 10 |
Redemption of warrants percentage based on market value and newly issued price | 100.00% |
Public Warrants | Maximum | |
Class of Warrant or Right [Line Items] | |
Redemption trigger price | $ 18 |
Redemption of warrants percentage based on market value and newly issued price | 180.00% |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Threshold consecutive trading days for redemption of public warrants | 20 |
Redemption period | 30 days |
Number of trading days on which fair market value of shares is reported | 10 days |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Hierarchy of the Valuation Inputs (Details) | Sep. 30, 2021USD ($) |
Liabilities: | |
Warranty liability | $ 8,378,541 |
Recurring | Level 1 | |
Assets: | |
Marketable securities | 200,002,406 |
Recurring | Level 3 | |
Liabilities: | |
Warranty liability | $ 8,378,541 |
FAIR VALUE MEASUREMENTS - Monte
FAIR VALUE MEASUREMENTS - Monte Carlo Simulation Model And The Black-Scholes Model (Details) | Sep. 30, 2021 | Jul. 06, 2021 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.10 | 0.97 |
Expected life of grants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 6 | 6 |
Expected volatility of underlying stock | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 13 | 16 |
Expected volatility of underlying stock | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 12.9 | 15 |
Dividends | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Probability of Business Combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 85 | 85 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in fair value of derivative liabilities (Details) | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities recorded on issuance of derivative Warrants | $ 200,000,000 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities recorded on issuance of derivative Warrants | 12,395,124 |
Change in fair value of derivative liabilities | (4,016,583) |
Balance, September 30, 2021 | $ 8,378,541 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | Feb. 28, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Number of shares in a unit | 1 | ||||||
Number of warrants in a unit | 0.33 | ||||||
Gain on change in fair value of derivative warrant liabilities | $ 4,016,583 | $ 4,016,583 | |||||
Level 3 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability | $ 8,378,541 | $ 8,378,541 | $ 8,378,541 | $ 8,378,541 | $ 8,378,541 | ||
Gain on change in fair value of derivative warrant liabilities | $ 4,016,583 | $ 4,016,583 | $ 4,016,583 | $ 4,016,583 |
Uncategorized Items - ficvu-202
Label | Element | Value |
Additional Paid-in Capital | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 24,425 |
Accumulated Deficit | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (4,210) |
Class B ordinary shares | Common Stock | ||
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 5,750,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 575 |