QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
1 Lyndhurst Tower, 1 Lyndhurst Terrace |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
per share |
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Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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September 30, 2021 (unaudited) |
December 31, 2020 |
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Assets |
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Current assets: |
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Cash |
$ | $ | — | |||||
Prepaid expenses |
— | |||||||
Total current assets |
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Deferred offering costs |
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Investments held in Trust Account |
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Total Assets |
$ | $ | ||||||
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Equity |
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Current liabilities: |
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Accrued offering costs and expenses |
$ | $ | ||||||
Due to related party |
— | |||||||
Note payable – related party |
— | |||||||
Total current liabilities |
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FPA liability |
— | |||||||
Warrant liability |
— | |||||||
Deferred underwriting commissions -- |
— | |||||||
Total Liabilities |
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Commitments and Contingencies (Note 8) |
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Class A ordinary shares, $ - |
— | |||||||
Shareholders’ (Deficit) Equity: |
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Preference shares, $ |
— | |||||||
Class A ordinary shares, $ shares authorized; |
— | |||||||
Class B ordinary shares, $ |
(1) | |||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total shareholders’ (Deficit) Equity |
( |
) | ||||||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ (Deficit) Equity |
$ | $ | ||||||
(1) |
This number includes up to |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
) |
( |
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Other income (expense): |
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Change in fair value of FPA |
( |
) | ( |
) | ||||
Change in fair value of warrant liability |
( |
) | ||||||
Transaction costs allocable to warrants |
( |
) | ||||||
Interest earned on investments held in Trust Account |
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Other income (loss) |
( |
) | ||||||
Net income (Loss) |
$ |
$ |
( |
) | ||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
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Basic and diluted net income (loss) per ordinary share, Class A ordinary shares subject to possible redemption |
$ |
$ |
( |
) | ||||
Basic and diluted weighted average shares outstanding, Class B non-redeemable ordinary shares |
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Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares |
$ |
$ |
( |
) | ||||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ (Deficit) Equity |
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Shares |
Amount |
Shares |
Amount |
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Balance as of December 31, 2020 (audited) |
$ |
$ |
$ |
$ |
( |
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$ |
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Excess of private placement proceed over fair value as capital contribution |
— |
— |
— |
— |
— |
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Accretion of Class A ordinary shares to redemptio n value |
— | — | — |
— |
( |
) | ( |
) | ( |
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Net loss |
— |
— |
— |
— |
— |
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Balance as of June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
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$ |
( |
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Forfeiture of founder shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance as of September 30, 2021 (unaudited) |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash provided by operating activities: |
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Interest earned on investments held in Trust Account |
( |
) | ||
Change in fair value of FPA liability |
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Change in fair value of warrant liability |
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Transaction costs allocable to warrants |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accrued offering costs and expenses |
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Due to related party |
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Net cash used in operating activities |
( |
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Cash Flows from Investing Activities |
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Investment of cash in Trust Account |
( |
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Net cash used in investing activities |
( |
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Cash Flows from Financing Activities: |
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Proceeds received from initial public offering, net of underwriters’ discount |
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Proceeds from private placement |
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Payment of offering costs |
( |
) | ||
Repayment of note payable from related party |
( |
) | ||
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Net cash provided by financing activities |
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Net change in cash |
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Cash, beginning of the period |
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Cash, end of the period |
$ |
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Supplemental Non-cash disclosure of cash flow information: |
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Deferred offering costs paid by Sponsor under promissory note |
$ | |||
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Deferred underwriting commissions |
$ | |||
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As Previously Reported |
Adjustments |
As Restated |
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Balance Sheet at June 11, 2021 |
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Class A ordinary shares, $par value; subject to possible redemption at $ |
$ | $ | $ | |||||||||
Class A ordinary shares - $ |
( |
) | ||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total shareholders’ equity |
( |
) | ( |
) | ||||||||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ (Deficit) Equity |
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Number of shares subject to redemption |
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Balance Sheet at June 30, 2021 (unaudited) |
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Class A ordinary shares, $par value; subject to possible redemption at $ |
$ | $ | $ | |||||||||
Class A ordinary shares - $ |
( |
) | ||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total shareholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ (Deficit) Equity |
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Number of shares subject to redemption |
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Statement of Operations for the three months ended June 30, 2021 |
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Basic and diluted weighted average shares outstanding of Class A, ordinary shares subject to redemption |
( |
) |
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Basic and diluted net income (loss) per share of Class A, ordinary shares subject to redemption |
$ | $ | ( |
) | $ | ( |
) | |||||
Basic and diluted weighted average shares outstanding of Class B, non-redeemable ordinary shares |
— | |||||||||||
Basic and diluted net loss per share of Class B, non-redeemable ordinary shares |
$ | ( |
) | $ | $ | ( |
) | |||||
Statement of Operations for the six months ended June 30, 2021 |
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Basic and diluted weighted average shares outstanding of Class A, ordinary shares subject to redemption |
$ | $ | ( |
) |
$ | |||||||
Basic and diluted net income (loss) per share of Class A, ordinary shares subject to redemption |
$ | — | $ | ( |
) | $ | ( |
) | ||||
Basic and diluted weighted average shares outstanding of Class B, non-redeemable ordinary shares |
— | |||||||||||
Basic and diluted net loss per share of Class B, non-redeemable ordinary shares |
( |
) | ( |
) | ||||||||
Statement of Cash Flows for the six months ended June 30, 2021 |
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Initial value of Class A common stock subject to possible redemption |
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Change in value of Class A common stock subject to possible redemption |
( |
) |
• | 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. |
Gross proceeds |
$ |
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Less: Proceeds allocated to Public Warrants |
( |
) | ||
Less: Class A ordinary shares issuance costs |
( |
) | ||
Add: Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption |
$ |
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For the Three Months Ended September 30, 2021 |
For the Nine Months ended September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income per share: |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
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Weighted-average shares outstanding |
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Basic and diluted net income (loss) per share |
$ | $ | $ | ( |
) | $ | ( |
) |
(Level 1) |
(Level 2) |
(Level 3) |
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Investments held in Trust Account |
$ |
$ |
— |
$ |
— |
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Liabilities |
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Public Warrants |
$ | $ | — | $ | ||||||||
Private Warrants |
$ | — | $ | — | $ | |||||||
FPA liability |
$ | — | $ | — | $ |
Input |
June 11, 2021 | September 30, 2021 | ||||||
Volatility |
% | % | ||||||
Risk Free Rate |
% | % | ||||||
Stock Price |
$ | |||||||
Est. Term Remaining (Yrs) |
Derivative warrant liabilities |
||||
Fair value at January 1, 2021 |
$ |
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Initial value at IPO date |
||||
Change in fair value |
||||
Transfer of Public warrants from level 3 to level 1 |
( |
) | ||
Fair Value at September 30, 2021 |
$ |
Input |
June 11, 2021 | September 30, 2021 | ||||||
Volatility |
% | % | ||||||
Stock Price |
$ | |||||||
Warrant Price |
$ | |||||||
Est. Term to Business Combination (Yrs) |
||||||||
Probability of Business Combination |
% | % | ||||||
Purchase price of FPA unit |
$ |
FPA liability |
||||
Fair value at January 1, 2021 |
$ |
|||
Initial value at IPO date |
||||
Change in fair value |
||||
Fair Value at September 30, 2021 |
$ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ a period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
• |
in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $ the period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
Exhibit Number |
Description | |
31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | Furnished. |
SUMMIT HEALTHCARE ACQUISITION CORP. | ||
By: | /s/ Bo Tan | |
Name: Bo Tan |
Title: | Chief Executive Officer, |
Co-Chief Investment |
Officer and Director |
(Principal Executive Officer and Principal |
Financial and Accounting Officer) |
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bo Tan, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Summit Healthcare Acquisition Corp. (the Company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
c. | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter (the Companys fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: November 22, 2021
/s/ Bo Tan |
Bo Tan |
Chief Executive Officer and Co-Chief Investment Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bo Tan, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Summit Healthcare Acquisition Corp. (the Company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
c. | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter (the Companys fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: November 22, 2021
/s/ Bo Tan |
Bo Tan |
Chief Executive Officer and Co-Chief Investment Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. § 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Bo Tan, Chief Executive Officer of Summit Healthcare Acquisition Corp. (the Company), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. | The Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended September 30, 2021 (the Quarterly Report) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 22, 2021
/s/ Bo Tan |
Bo Tan |
Chief Executive Officer and Co-Chief Investment Officer (Principal Executive Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. § 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Bo Tan, Chief Executive Officer and Co-Chief Investment Officer (Principal Financial Officer) of Summit Healthcare Acquisition Corp. (the Company), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. | The Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended September 30, 2021 (the Quarterly Report) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 22, 2021
/s/ Bo Tan |
Bo Tan |
Chief Executive Officer and Co-Chief Investment Officer (Principal Financial Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.
Condensed Balance Sheets (Parenthetical) - $ / shares |
Jul. 23, 2021 |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|---|
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Number of Shares Forfeited During the Period | 0 | ||
Common Class A | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Outstanding | 20,000,000 | 0 | |
Temporary Equity, Redemption Price Per Share | $ 10.00 | $ 10.00 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock shares issued | 0 | ||
Common stock shares outstanding | 0 | ||
Common Class B | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock shares issued | 5,750,000 | 6,500,000 | |
Common stock shares outstanding | 5,750,000 | 6,500,000 | |
Number of Shares Forfeited During the Period | 750,000 | ||
Number of Overallotment Shares Forfeited During the Period | 750,000 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended |
---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|
General and administrative expenses | $ 202,904 | $ 246,868 |
Loss from operations | (202,904) | (246,868) |
Other income (expense): | ||
Change in fair value of FPA | (561,983) | (2,807,021) |
Change in fair value of warrant liability | 1,797,111 | (88,010) |
Transaction costs allocable to warrants | 0 | (507,417) |
Interest earned on investments held in Trust Account | 2,573 | 3,049 |
Other income (loss) | 1,237,701 | (3,399,399) |
Net income (Loss) | $ 1,034,797 | $ (3,646,267) |
Class A Common Stock Subject To Possible Redemption | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding | 20,000,000 | 8,205,128 |
Basic and diluted net income (loss) per ordinary shares | $ 0.04 | $ (0.26) |
Class B Shares Outstanding, NonRedeemable Ordinary Share | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 |
Basic and diluted net income (loss) per ordinary shares | $ 0.04 | $ (0.26) |
Condensed Statements of Changes in Shareholders' (Deficit) Equity - USD ($) |
Total |
Additional Paid-in Capital |
Accumulated Deficit |
Common Class A |
Common Class B |
---|---|---|---|---|---|
Balances at beginning at Dec. 31, 2020 | $ 21,364 | $ 24,350 | $ (3,636) | $ 0 | $ 650 |
Balances at beginning, Shares at Dec. 31, 2020 | 0 | 6,500,000 | |||
Excess of private placement proceed over fair value as capital contribution | 798,445 | 798,445 | |||
Accretion of Class A ordinary shares to redemption value | (19,591,933) | (822,795) | (18,769,138) | ||
Net loss | (4,681,064) | (4,681,064) | |||
Balances at end at Jun. 30, 2021 | (23,453,188) | 0 | (23,453,838) | $ 0 | $ 650 |
Balances at end, Shares at Jun. 30, 2021 | 0 | 6,500,000 | |||
Balances at beginning at Dec. 31, 2020 | 21,364 | 24,350 | (3,636) | $ 0 | $ 650 |
Balances at beginning, Shares at Dec. 31, 2020 | 0 | 6,500,000 | |||
Accretion of Class A ordinary shares to redemption value | $ (19,591,933) | ||||
Net loss | (3,646,267) | (2,143,878) | $ (1,502,389) | ||
Balances at end at Sep. 30, 2021 | (22,418,391) | 0 | (22,418,966) | $ 0 | $ 575 |
Balances at end, Shares at Sep. 30, 2021 | 0 | 5,750,000 | |||
Balances at beginning at Jun. 30, 2021 | (23,453,188) | 0 | (23,453,838) | $ 0 | $ 650 |
Balances at beginning, Shares at Jun. 30, 2021 | 0 | 6,500,000 | |||
Forfeiture of founder shares | 75 | $ (75) | |||
Forfeiture of founder shares, Shares | (750,000) | ||||
Net loss | 1,034,797 | 1,034,797 | $ 803,726 | $ 231,071 | |
Balances at end at Sep. 30, 2021 | $ (22,418,391) | $ 0 | $ (22,418,966) | $ 0 | $ 575 |
Balances at end, Shares at Sep. 30, 2021 | 0 | 5,750,000 |
Condensed Statement of Cash Flows - USD ($) |
3 Months Ended | 9 Months Ended |
---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
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Cash Flows from Operating Activities: | ||
Net loss | $ 1,034,797 | $ (3,646,267) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Interest earned on investments held in Trust Account | (3,049) | |
Change in fair value of FPA liability | 561,983 | 2,807,021 |
Change in fair value of warrant liability | (1,797,111) | 88,010 |
Transaction costs allocable to warrants | 0 | 507,417 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (221,704) | |
Accrued offering costs and expenses | 7,619 | |
Due to related party | 37,667 | |
Net cash used in operating activities | (423,286) | |
Cash Flows from Investing Activities | ||
Investment of cash in Trust Account | (200,000,000) | |
Net cash used in investing activities | (200,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, net of underwriters' discount | 196,000,000 | |
Proceeds from private placement | 6,000,000 | |
Payment of offering costs | (140,554) | |
Repayment of note payable from related party | (361,023) | |
Net cash provided by financing activities | 201,498,423 | |
Net change in cash | 1,075,137 | |
Cash, beginning of the period | 0 | |
Cash, end of the period | $ 1,075,137 | 1,075,137 |
Supplemental Non-cash disclosure of cash flow information: | ||
Deferred offering costs paid by Sponsor under promissory note | 135,544 | |
Deferred underwriting commissions | $ 7,000,000 |
Organization, Business Operation and Going Concern Consideration |
9 Months Ended |
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Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation and Going Concern Consideration | Note 1 — Organization, Business Operation and Going Concern Consideration Summit Healthcare Acquisition Corp. (the “Company”) is a blank check company incorporated on December 22, 2020 as a Cayman Islands exempted company. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target under consideration or contemplation and the Company has not, nor has anyone on its behalf, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. The Company’s efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although it intends to focus on healthcare. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 22, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on June 8, 2021 (the “Effective Date”). On June 11, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) 10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4. Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 6,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating total proceeds of $6,000,000. Transaction costs amounted to $11,587,941 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions and $587,941 of other cash offering costs. In addition, $1,827,347 of cash was held in the Trust Account (as defined below) temporarily and is available for working capital purposes. Following the closing of the IPO on June 11, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account and, will be held in a U.S.-based trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders until the earliest of: (i) the completion of an initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within 24 months from the closing of the IPO, subject to applicable law. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”) or during any Extension Period. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed timeframe), and (iv) vote any Founder Shares and public shares held by them in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked it Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $1.08 million of cash for working capital purposes, and working capital of approximately $1.2 million. The Company’s liquidity needs up to September 30, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 6) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 6). The promissory note was fully repaid on June 11, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Prior Period Financial Statements |
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Prior Period Adjustment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restatement of Prior Period Financial Statements | Note 2 — Restatement of Prior Period Financial Statements During the preparation of the unaudited condensed financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. In the Company’s previously issued financial statements, a portion of the Public Shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial Business Combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company has historically classified a portion of Class A common stock in permanent equity to satisfy the $5,000,000 net tangible asset requirement. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued (i) audited balance sheet as of June 11, 2021, included in exhibit 99.1 to the Company’s Form 8-K filed with the SEC on June 17, 2021 (the “Form 8-K”) and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (together with the Form 8-K, the “Affected Financial Statements”) and such Affected Financial Statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its Affected Financial Statements should be restated to report all Public Shares as temporary equity. As such the Company is reporting these restatements to the Affected Financial Statements in this Quarterly Report on Form 10-Q. The Company’s accounting for the Public Shares as temporary equity instead of permanent equity and allocating income and losses pro rata for each class of its ordinary shares result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position or total operating, investing or financing cash flows. The impact of the restatement on the audited balance sheet as of June 11, 2021 and unaudited interim financial statements for the period ended June 30, 2021 is presented below:
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Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the Company’s prospectus for its Initial Public Offering as filed with the SEC on June 17, 2021 and June 10, 2021, respectively. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liability and FPA liability. 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 cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in money market fund. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1and SEC Staff Accounting Bulletin (“SAB”) Topic 5A“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to ordinary shares subject to possible redemption or the statement of operations based on the relative value of the Public and Private Warrants to the proceeds received from the Units and Private Placement Warrants sold upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $11,587,941 (consisting of $4,000,000 of underwriting fee, $7,000,000 of deferred underwriting fee and $587,941 of other offering costs), of which $587,941 was allocated to the Public Warrants and Private Warrants and was charged to operations in accordance with ASC 825-10 and $11,080,524 was charged to ordinary shares subject to possible redemption. 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. Warrant Liability and Forward Purchase Agreement The Company accounts for the 16,000,000 warrants issued in connection with the IPO (the 10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) and Forward Purchase Agreement (“FPA”) in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company will classify warrants and FPA as liabilities at their fair value. These liabilities are subject to re-measurement at each reporting period. With such re-measurement, the changes in fair value are recognized in the Statement of Operations in the period of change. Derivative warrant liabilities and FPA are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Fair Value Measurements The fair value of the Company’s assets and liabilities, excluding the warrant liability and FPA liability, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying 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 of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 20,000,000 and 0 Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
Net Income (Loss) Per Share of Ordinary Shares The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 16,000,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
Income Taxes ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would hav.e a material effect on the Company’s financial statements. |
Initial Public Offering |
9 Months Ended |
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Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering On June 11, 2021, the Company consummated its IPO of 20,000,000 Units (the “Units”), at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary
share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 9). |
Private Placement |
9 Months Ended |
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Sep. 30, 2021 | |
Private Placement Warrants [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of an aggregate 6,000,000 Private Placement Warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. If the Company does not complete an initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable by the Company and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
Related Party Transactions |
9 Months Ended |
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Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On December 31, 2020, the Company issued to the Sponsor 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for $25,000 for certain expenses on behalf of the Company, or approximately $0.004 per share. On April 30, 2021, the Company effected a share capitalization, pursuant to which the Company’s initial shareholders held an aggregate of 6,500,000 Class B ordinary shares. The accompanying financial statements have been retroactively adjusted to reflect the stock dividend in the share capitalization. On April 30, 2021, the Company entered into forward purchase agreements (see Note 7) with anchor investors, in connection with entering into the forward purchase agreements, the Sponsor transferred to the anchor investors an aggregate of 375,000 Class B ordinary shares for no cash. On April 30, 2021, the Sponsor transferred 25,000 Class B ordinary shares each to three independent director nominees. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On July 23, 2021, the Sponsor surrendered 750,000 Founder Shares, with no return of capital or payment by the Sponsor, after the expiration of the unexercised underwriters’ over-allotment option. As a result of the foregoing, at September 30, 2021 and December 31, 2020, the Sponsor owned 5,300,000 and 6,500,000 Class B ordinary shares, respectively. The Sponsor within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any Founder Shares. Promissory Note — Related Party The Sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO. The loan was to be repaid upon completion of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. The Company had drawn down $140,068 under the promissory note which was fully repaid as of June 11, 2021. As of September 30, 2021 and December 31, 2020, the Company had borrowed $0 and $5,010 under the promissory note. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the Effective Date, the Company will pay an affiliate of the Sponsor $10,000 per month for office space, utilities, administrative services and remote support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 for the administrative service fee for the three and nine months ended September 30, 2021. As of September 30, 2021, the Company accrued $37,667 for the administrative service fee for the period from June 8, 2021 (the Effective Date) to September 30, 2021, which is included in due to related party on the accompanying condensed balance sheet. |
Recurring Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements Warrant Liability and FPA Liability At September 30, 2021, the Company’s Warrant liability was valued at $13,800,974, and FPA liability was valued at $2,807,021. Under the guidance in ASC 815-40 Public and Private Warrants and the FPA do not meet the criteria for equity treatment. As such, the Public and Private Warrants and the FPA must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Recurring Fair Value Measurements The following table presents fair value information as of September 30, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Warrant liability is based on a valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Warrant liability and FPA liability is classified within Level 3 of the fair value hierarchy. The investments held in Trust Account includes money market funds. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its level 1 investments. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities as of September 30, 2021, that were accounted for at fair value on a recurring basis:
Measurement Warrants The Company established the initial fair value for the Warrants on June 11, 2021, the date of the consummation of the Company’s IPO. The Company used a Monte Carlo simulation model to value the Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in September 2021 after detachment of the Public Warrants from the Units and were separately listed and traded. As of September 30, 2021, the Public Warrants were valued using the observed price for Public Warrants and the Private Warrants were valued using a Monte Carlo simulation model. The key inputs for the valuation of Public and Private Warrants are as follows:
To arrive the conclusion of Fair Value of the Forward Purchase Agreements, the Company analyzed the agreements and other documentation. The Company utilized the underlying shares and warrant values determined above and the following inputs in order to project the net asset or liability value of the FPA:
The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s FPA liability classified as level 3:
Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period. |
Commitments & Contingencies |
9 Months Ended |
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Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 8 — Commitments & Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters have a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The over-allotment option expired unexercised on July 23, 2021. The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $4,000,000. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. Forward Purchase Agreements On April 30, 2021, the Company entered into forward purchase agreements with the Sponsor, Snow Lake Capital (HK) Limited and Valliance Fund (the “anchor investors”), pursuant to which the anchor investors agreed to subscribe for an aggregate of 3,000,000 Class A ordinary shares plus 750,000 redeemable warrants for a purchase price of $10.00 multiplied by the number of Class A ordinary shares, or $30,000,000 in the aggregate, in a private placement to close concurrently with the closing of the initial business combination. The Company issued 750,000 additional Class B ordinary shares to the Sponsor, which represent the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that the Sponsor would have been entitled to at the closing of the initial business combination as a result of the issuance of 3,000,000 additional Class A ordinary shares under the forward purchase agreements. As a result, the issuance of the Class A ordinary shares at the closing of the initial business combination will not trigger a further adjustment to this ratio. Further, prior to the IPO, the Sponsor transferred to the anchor investors an aggregate of 375,000 Founder Shares for no cash consideration. Subject to certain exceptions to forfeiture and transfer provisions, the Founder Shares transferred in connection with these agreements are subject to similar contractual conditions and restrictions as the Founder Shares issued to the Sponsor in connection with the IPO. The forward purchase warrants will have the same terms as the public warrants. The forward purchase agreements provide that the anchor investors are entitled to registration rights with respect to the forward purchase securities and Class A ordinary shares underlying the forward purchase warrants and founder shares. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post Business Combination company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by the public shareholders and are intended to provide the Company with a minimum funding level for the initial Business Combination. The anchor investors will not have the ability to approve the initial Business Combination prior to the signing of a material definitive agreement and, if the Company seeks shareholder approval, have agreed to vote their Founder Shares and any public shares held by them in favor of the initial Business Combination. The forward purchase securities will be issued only in connection with the closing of the initial Business Combination. |
Warrant Liability |
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Warrant Liability [Abstract] | |||||||||||||||||||||||||||||||||
Warrant Liability | Note 9 — Warrant Liability A s of September 30, 2021, 16,000,000 warrants (the 10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) are outstanding. Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
The Company will not redeem the warrants as described above 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 throughout the 30-day redemptionperiod. 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 . Once the warrants become exercisable, the Company may redeem the outstanding warrants:
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connectio n with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors or its affiliate, without taking into account any Founder Shares held by the Company’s Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Shareholders' (Deficit) Equity |
9 Months Ended |
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Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' (Deficit) Equity | Note 10 — Shareholders’ (Deficit) Equity Preference shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 30, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, 0 Class A ordinary shares issued or outstanding. There were 20,000,000 Class A ordinary shares issued and outstanding, including the 20,000,000 shares presented in ordinary shares subject to redemption as September 30, 2021. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of September 30, 2021 and December 31, 2020, there were 5,750,000 and 6,500,000 Class B ordinary shares issued and outstanding, respectively. Of the 6,500,000 Class B ordinary shares, an aggregate of up to 750,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On July 23, 2021, the Sponsor surrendered 750,000 Founder Shares, with no return of capital or payment by the Sponsor, after the expiration of the unexercised underwriters’ over-allotment option. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as-converted basis, 20%of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than |
Subsequent Events |
9 Months Ended |
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Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Significant Accounting Policies (Policies) |
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Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the Company’s prospectus for its Initial Public Offering as filed with the SEC on June 17, 2021 and June 10, 2021, respectively. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
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Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liability and FPA liability. |
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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 cash equivalents as of September 30, 2021 and December 31, 2020. |
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Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in money market fund. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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Due to Related Party | Offering Costs Associated with IPO |
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Offering Costs Associated with IPO | The Company complies with the requirements of the ASC 340-10-S99-1and SEC Staff Accounting Bulletin (“SAB”) Topic 5A“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to ordinary shares subject to possible redemption or the statement of operations based on the relative value of the Public and Private Warrants to the proceeds received from the Units and Private Placement Warrants sold upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $11,587,941 (consisting of $4,000,000 of underwriting fee, $7,000,000 of deferred underwriting fee and $587,941 of other offering costs), of which $587,941 was allocated to the Public Warrants and Private Warrants and was charged to operations in accordance with ASC 825-10 and $11,080,524 was charged to ordinary shares subject to possible redemption. |
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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. |
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Warrant Liability and Forward Purchase Agreement | Warrant Liability and Forward Purchase Agreement The Company accounts for the 16,000,000 warrants issued in connection with the IPO (the 10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) and Forward Purchase Agreement (“FPA”) in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company will classify warrants and FPA as liabilities at their fair value. These liabilities are subject to re-measurement at each reporting period. With such re-measurement, the changes in fair value are recognized in the Statement of Operations in the period of change. Derivative warrant liabilities and FPA are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
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Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, excluding the warrant liability and FPA liability, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying 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 of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 20,000,000 and 0 Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
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Net Income (Loss) Per Share of Ordinary Shares | Net Income (Loss) Per Share of Ordinary Shares The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 16,000,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
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Income Taxes | Income Taxes ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would hav.e a material effect on the Company’s financial statements. |
Restatement of Prior Period Financial Statements (Tables) |
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Prior Period Adjustment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of impact of revision on audited balance sheet | The impact of the restatement on the audited balance sheet as of June 11, 2021 and unaudited interim financial statements for the period ended June 30, 2021 is presented below:
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Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of basic and diluted net income (loss) per common share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
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Summary of Class A ordinary shares subject to possible redemption | At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
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Recurring Fair Value Measurements (Tables) |
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Summary of Fair Value Hierarchy the Company's Assets and Liabilities |
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Public and Private Warrants | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Valuation of Public and Private Warrants | The key inputs for the valuation of Public and Private Warrants are as follows:
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FPA liability | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Valuation of Public and Private Warrants | To arrive the conclusion of Fair Value of the Forward Purchase Agreements, the Company analyzed the agreements and other documentation. The Company utilized the underlying shares and warrant values determined above and the following inputs in order to project the net asset or liability value of the FPA:
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Summary of reconciliation of changes in fair value of derivative warrant liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s FPA liability classified as level 3:
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Derivative Warrant Liabilities [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of reconciliation of changes in fair value of derivative warrant liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s derivative warrant liabilities classified as level 3:
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Organization, Business Operation and Going Concern Consideration - Additional information (Detail) - USD ($) |
9 Months Ended | 24 Months Ended | ||
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Jun. 11, 2021 |
Apr. 30, 2021 |
Sep. 30, 2021 |
Jun. 30, 2023 |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued, price per share | $ 10.00 | |||
Proceeds from issuance initial public offering | $ 196,000,000 | |||
Class of warrants and rights issued during the period | 16,000,000 | |||
Proceeds from issuance of private placement | $ 6,000,000 | |||
Deferred underwriting commissions noncurrent | 7,000,000 | |||
Minimum net worth required for compliance | 5,000,001 | |||
Cash | 1,075,137 | |||
Working capital (deficit) | 1,200,000 | |||
Proceeds from unsecured notes payable | 300,000 | |||
Working capital loans | $ 0 | |||
Forecast | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Dissolution expense | $ 100,000 | |||
Private Placement Warrants | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrants and rights issued during the period | 6,000,000 | |||
Sponsor | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Sponsor | Private Placement Warrants | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrants and rights issued during the period | 6,000,000 | |||
Class of warrants and rights issued, price per warrant | $ 1.00 | |||
Proceeds from issuance of private placement | $ 6,000,000 | |||
IPO | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued, price per share | $ 10.00 | |||
Proceeds from issuance initial public offering | $ 200,000,000 | 200,000,000 | ||
Payments for underwriting expense | 4,000,000 | |||
Deferred underwriting commissions noncurrent | 7,000,000 | |||
Other offering costs | 587,941 | |||
Payments to acquire restricted certificates of deposit | 1,827,347 | |||
Stock issuance costs | $ 11,587,941 | |||
Common Class A | Sponsor | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from issuance of common stock | $ 30,000,000 | |||
Common Class A | IPO | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period, shares, new issues | 20,000,000 | |||
Shares issued, price per share | $ 10.00 | |||
Proceeds from issuance initial public offering | $ 200,000,000 |
Restatement of Prior Period Financial Statements - Summary of Impact of Revision on Audited Balance Sheet (Detail) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | |||
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Sep. 30, 2021 |
Jun. 30, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
Jun. 11, 2021 |
Dec. 31, 2020 |
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Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | |
Additional paid-in capital | 0 | 0 | 0 | $ 24,350 | ||
Accumulated deficit | (22,418,966) | (23,453,838) | (23,453,838) | (22,418,966) | (21,605,949) | (3,636) |
Total shareholders' equity | (22,418,391) | (23,453,188) | (23,453,188) | (22,418,391) | (21,605,299) | 21,364 |
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' (Deficit) Equity | 201,299,890 | $ 202,173,211 | $ 202,173,211 | 201,299,890 | $ 202,189,233 | 91,374 |
Number of shares subject to redemption | 20,000,000 | 20,000,000 | 20,000,000 | |||
Initial value of Class A common stock subject to possible redemption | $ 200,000,000 | |||||
Change in value of Class A common stock subject to possible redemption | $ 0 | |||||
Class A Ordinary Shares Subject To Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 4,395,604 | 2,209,945 | ||||
Basic and diluted net income (loss) per ordinary shares | $ (0.46) | $ (0.59) | ||||
Class B Non-redeemable Ordinary Shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 | ||||
Basic and diluted net income (loss) per ordinary shares | $ (0.46) | $ (0.59) | ||||
Common Class A | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 200,000,000 | 200,000,000 | ||||
Common Stock | 0 | $ 0 | $ 0 | 0 | $ 0 | |
Total shareholders' equity | $ 0 | 0 | 0 | $ 0 | $ 0 | |
Number of shares subject to redemption | 20,000,000 | 20,000,000 | 0 | |||
Basic and diluted weighted average shares outstanding | 20,000,000 | 8,205,128 | ||||
Basic and diluted net income (loss) per ordinary shares | $ 0.04 | $ (0.26) | ||||
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 171,546,810 | 171,546,810 | 173,394,700 | |||
Additional paid-in capital | 9,683,767 | 9,683,767 | 7,835,896 | |||
Accumulated deficit | (4,684,700) | (4,684,700) | (2,836,811) | |||
Total shareholders' equity | 5,000,002 | 5,000,002 | 5,000,001 | |||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' (Deficit) Equity | $ 202,173,211 | $ 202,173,211 | $ 202,189,233 | |||
Number of shares subject to redemption | 17,154,681 | 17,154,681 | 17,339,470 | |||
Initial value of Class A common stock subject to possible redemption | $ 173,394,700 | |||||
Change in value of Class A common stock subject to possible redemption | $ (1,847,890) | |||||
As Previously Reported | Class A Ordinary Shares Subject To Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 20,000,000 | 20,000,000 | ||||
Basic and diluted net income (loss) per ordinary shares | $ 0.00 | |||||
As Previously Reported | Class B Non-redeemable Ordinary Shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 | ||||
Basic and diluted net income (loss) per ordinary shares | $ (0.81) | $ (0.81) | ||||
As Previously Reported | Common Class A | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common Stock | $ 285 | $ 285 | $ 266 | |||
Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 28,453,190 | 28,453,190 | 26,605,300 | |||
Additional paid-in capital | (9,683,767) | (9,683,767) | (7,835,896) | |||
Accumulated deficit | (18,769,138) | (18,769,138) | (18,769,138) | |||
Total shareholders' equity | (28,453,190) | (28,453,190) | (26,605,300) | |||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' (Deficit) Equity | $ 0 | $ 0 | $ 0 | |||
Number of shares subject to redemption | 2,845,319 | 2,845,319 | 2,660,530 | |||
Initial value of Class A common stock subject to possible redemption | $ 26,605,300 | |||||
Change in value of Class A common stock subject to possible redemption | $ 1,847,890 | |||||
Adjustments | Class A Ordinary Shares Subject To Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | (15,604,396) | (17,790,055) | ||||
Basic and diluted net income (loss) per ordinary shares | $ (0.46) | $ (0.59) | ||||
Adjustments | Class B Non-redeemable Ordinary Shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted net income (loss) per ordinary shares | $ 0.35 | $ 0.22 | ||||
Adjustments | Common Class A | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common Stock | $ (285) | $ (285) | $ (266) |
Restatement of Prior Period Financial Statements - Summary of Impact of Revision on Audited Balance Sheet (Parenthetical) (Detail) - Common Class A - $ / shares |
Sep. 30, 2021 |
Jun. 30, 2021 |
Jun. 11, 2021 |
Dec. 31, 2020 |
---|---|---|---|---|
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock par or stated value per share | 0.0001 | 0.0001 | 0.0001 | 0.0001 |
Temporary Equity, Redemption Price Per Share | $ 10.00 | 10.00 | 10.00 | $ 10.00 |
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Temporary Equity, Par or Stated Value Per Share | 0.0001 | 0.0001 | ||
Common stock par or stated value per share | 0.0001 | 0.0001 | ||
Temporary Equity, Redemption Price Per Share | 10.00 | 10.00 | ||
Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Temporary Equity, Par or Stated Value Per Share | 0.0001 | 0.0001 | ||
Common stock par or stated value per share | 0.0001 | 0.0001 | ||
Temporary Equity, Redemption Price Per Share | $ 10.00 | $ 10.00 |
Restatement of Prior Period Financial Statements - Additional Information (Detail) |
Sep. 30, 2021
USD ($)
|
---|---|
Prior Period Adjustment [Abstract] | |
Minimum net tangible assets required to consummate initial business combination | $ 5,000,000 |
Minimum net worth required for compliance | $ 5,000,001 |
Significant Accounting Policies - Additional information (Detail) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Jun. 11, 2021 |
Dec. 31, 2020 |
|
Cash Equivalents | $ 0 | $ 0 | $ 0 | ||
FDIC insured amount | 250,000 | 250,000 | |||
Deferred underwriting commissions | $ 7,000,000 | 7,000,000 | |||
Offering costs charged to the shareholders' equity | $ 11,080,524 | ||||
Class of warrants and rights issued during the period | 16,000,000 | ||||
Temporary equity, shares outstanding | 20,000,000 | 20,000,000 | |||
Warrant | |||||
Antidilutive securities excluded from computation of earnings per share, Amount | 16,000,000 | 16,000,000 | |||
US Government Securities [Member] | |||||
Restricted Investments Term | 185 days | ||||
IPO | |||||
Stock issuance costs | $ 11,587,941 | ||||
Payments for underwriting expense | 4,000,000 | ||||
Deferred underwriting commissions | $ 7,000,000 | 7,000,000 | |||
Other offering costs | 587,941 | ||||
Public Warrants And Private Warrants | IPO | |||||
Other offering costs | $ 587,941 | ||||
Private Placement Warrants | |||||
Class of warrants and rights issued during the period | 6,000,000 | ||||
Public Warrants | |||||
Class of warrants and rights issued during the period | 10,000,000 | ||||
Common Class A | |||||
Offering costs charged to the shareholders' equity | $ 11,080,524 | ||||
Temporary equity, shares outstanding | 20,000,000 | 20,000,000 | 0 |
Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended |
---|---|---|---|
Sep. 30, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
|
Class of Stock [Line Items] | |||
Allocation of net income (loss) | $ 1,034,797 | $ (4,681,064) | $ (3,646,267) |
Common Class A | |||
Class of Stock [Line Items] | |||
Allocation of net income (loss) | $ 803,726 | $ (2,143,878) | |
Weighted-average shares outstanding | 20,000,000 | 8,205,128 | |
Basic and diluted net income (loss) per share | $ 0.04 | $ (0.26) | |
Common Class B | |||
Class of Stock [Line Items] | |||
Allocation of net income (loss) | $ 231,071 | $ (1,502,389) | |
Weighted-average shares outstanding | 5,750,000 | 5,750,000 | |
Basic and diluted net income (loss) per share | $ 0.04 | $ (0.26) |
Significant Accounting Policies - Summary of Class A ordinary shares subject to possible redemption (Detail) - USD ($) |
6 Months Ended | 9 Months Ended | |
---|---|---|---|
Jun. 11, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
|
Temporary Equity [Line Items] | |||
Gross proceeds | $ 196,000,000 | ||
Less: Class A ordinary shares issuance costs | (11,080,524) | ||
Add: Accretion of carrying value to redemption value | $ 19,591,933 | ||
Class A ordinary shares subject to possible redemption | $ 200,000,000 | $ 200,000,000 | 200,000,000 |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Less: Class A ordinary shares issuance costs | (11,080,524) | ||
Add: Accretion of carrying value to redemption value | 19,591,933 | ||
Class A ordinary shares subject to possible redemption | 200,000,000 | ||
IPO [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 200,000,000 | 200,000,000 | |
Less: Proceeds allocated to Public Warrants | $ (8,511,409) | ||
IPO [Member] | Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | $ 200,000,000 |
Initial Public Offering - Additional Information (Detail) - USD ($) |
9 Months Ended | |
---|---|---|
Jun. 11, 2021 |
Sep. 30, 2021 |
|
Shares issued, price per share | $ 10.00 | |
Proceeds from issuance initial public offering | $ 196,000,000 | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
IPO | ||
Shares issued, price per share | $ 10.00 | |
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 |
Common Class A | IPO | ||
Stock shares issued during the period shares | 20,000,000 | |
Shares issued, price per share | $ 10.00 | |
Proceeds from issuance initial public offering | $ 200,000,000 |
Private Placement - Additional Information (Detail) |
9 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
$ / shares
shares
| |
Private Placement [Line Items] | |
Class of warrants and rights issued during the period | 16,000,000 |
Proceeds from private placement | $ | $ 6,000,000 |
Private Placement Warrants | |
Private Placement [Line Items] | |
Class of warrants and rights issued during the period | 6,000,000 |
Sponsor | Private Placement Warrants | |
Private Placement [Line Items] | |
Class of warrants and rights issued during the period | 6,000,000 |
Class of warrants and rights issued, price per warrant | $ / shares | $ 1.00 |
Proceeds from private placement | $ | $ 6,000,000 |
Related Party Transactions - Additional Information (Detail) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2021
USD ($)
$ / shares
shares
|
Apr. 30, 2021
USD ($)
Nominees
shares
|
Dec. 31, 2020
USD ($)
$ / shares
shares
|
Sep. 30, 2021
USD ($)
$ / shares
shares
|
Sep. 30, 2021
USD ($)
$ / shares
shares
|
|
Related Party Transaction [Line Items] | |||||
Offering proceeds allocated to payment of offering expenses | $ 1,000,000 | ||||
Proceeds from issuance of debt | 140,068 | ||||
Note payable – related party | $ 0 | $ 5,010 | $ 0 | 0 | |
Due to related parties | $ 37,667 | $ 37,667 | $ 37,667 | ||
Working Capital Loan | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued price per warrant | $ / shares | $ 1.00 | $ 1.00 | $ 1.00 | ||
Due to related parties | $ 0 | $ 0 | $ 0 | $ 0 | |
Working capital loans convertible into warrants | 1,500,000 | 1,500,000 | 1,500,000 | ||
Administrative Service Fee | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 37,667 | 37,667 | 37,667 | ||
Expenses from transactions with related party | 10,000 | 30,000 | 30,000 | ||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of common stock | 25,000 | ||||
Sponsor | Promissory Note | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 300,000 | $ 300,000 | $ 300,000 | ||
Sponsor | Founder shares | |||||
Related Party Transaction [Line Items] | |||||
Class B ordinary share issued to initial shareholders, shares | shares | 25,000 | ||||
Sponsor | Founder shares | Director | |||||
Related Party Transaction [Line Items] | |||||
Number of independent director nominees | Nominees | 3 | ||||
Common Class B | |||||
Related Party Transaction [Line Items] | |||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares outstanding | shares | 5,750,000 | 6,500,000 | 5,750,000 | 5,750,000 | |
Common Class B | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Stock issued during period, value, issued for services | $ 25,000 | ||||
Proceeds from sponsor to cover certain offering costs per share value | $ / shares | $ 0.004 | ||||
Common stock shares outstanding | shares | 5,750,000 | 6,500,000 | 6,500,000 | 5,750,000 | 5,750,000 |
Class B ordinary share issued to initial shareholders, shares | shares | 750,000 | 5,750,000 | |||
Share price | $ / shares | $ 12.00 | $ 12.00 | $ 12.00 | ||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Waiting period after which the share trading days are considered | 150 days | ||||
Common Class B | Sponsor | Founder shares | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding | shares | 5,300,000 | 6,500,000 | 5,300,000 | 5,300,000 | |
Common stock shares subject to forfeiture | shares | 750,000 | ||||
Common Class B | Anchor investors | |||||
Related Party Transaction [Line Items] | |||||
Class B ordinary share issued to initial shareholders, shares | shares | 375,000 | ||||
Proceeds from issuance of common stock | $ 0 | ||||
Common Class B | Anchor investors | Founder shares | |||||
Related Party Transaction [Line Items] | |||||
Class B ordinary share issued to initial shareholders, shares | shares | 375,000 | ||||
Proceeds from issuance of common stock | $ 0 |
Recurring Fair Value Measurements - Summary of Fair Value Hierarchy the Company's Assets and Liabilities (Detail) |
Sep. 30, 2021
USD ($)
|
---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability | $ 13,800,974 |
FPA liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability | 2,807,021 |
Fair Value, Recurring | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 200,003,049 |
Fair Value, Recurring | Public Warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability | 8,601,000 |
Fair Value, Recurring | Public Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability | 0 |
Fair Value, Recurring | Private Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability | 5,199,974 |
Fair Value, Recurring | FPA liability | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant Liability | $ 2,807,021 |
Recurring Fair Value Measurements - Summary of Valuation of Public and Private Warrants (Detail) - Public and Private Warrants |
Sep. 30, 2021
$ / shares
yr
|
Jun. 11, 2021
yr
$ / shares
|
---|---|---|
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 17.8 | 16.30 |
Risk Free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.04 | 0.89 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | $ / shares | 9.7500 | 9.5746 |
Est. Term Remaining (Yrs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 5.35 | 5.65 |
Recurring Fair Value Measurements - Summary of Valuation of Public and Private Warrants of FPA (Detail) - FPA liability |
Sep. 30, 2021
yr
$ / shares
|
Jun. 11, 2021
$ / shares
yr
|
---|---|---|
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 17.8 | 16.30 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.7500 | 9.5746 |
Warrant Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.860 | 0.851 |
Est. Term to Business Combination (Yrs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 0.35 | 0.65 |
Probability of Business Combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 85 | 85 |
Purchase price of FPA unit | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 10.00 | 10.00 |
Recurring Fair Value Measurements - Summary of reconciliation of changes in fair value of derivative warrant liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] |
9 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
| |
Derivative Warrant Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 0 |
Initial value at IPO date | 13,712,964 |
Change in fair value | 88,010 |
Transfer of Public warrants from level 3 to level 1 | (8,601,000) |
Ending balance | 5,199,974 |
FPA Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 0 |
Initial value at IPO date | 2,322,741 |
Change in fair value | 484,280 |
Ending balance | $ 2,807,021 |
Recurring Fair Value Measurements - Additional information (Detail) |
Sep. 30, 2021
USD ($)
|
---|---|
Warrant liability | $ 13,800,974 |
FPA liability | |
Warrant liability | $ 2,807,021 |
Commitments & Contingencies - Additional Information (Detail) - USD ($) |
9 Months Ended | |||
---|---|---|---|---|
Jun. 11, 2021 |
Apr. 30, 2021 |
Dec. 31, 2020 |
Sep. 30, 2021 |
|
Loss Contingencies [Line Items] | ||||
Overallotment option vesting period | 45 days | |||
Underwriting discount | (2.00%) | |||
Deferred underwriting fee percent on gross proceeds of the IPO | 3.50% | |||
Class of warrant or right, exercise price of warrants or rights | $ 10.00 | $ 11.50 | ||
Sponsor | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Sponsor | Founder Shares [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, issued for services | 25,000 | |||
IPO | ||||
Loss Contingencies [Line Items] | ||||
Cash underwriting discount of the IPO paid to underwriters | $ 4,000,000 | |||
Common Class A | Anchor investors | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, issued for services | 3,000,000 | |||
Common Class A | Sponsor | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from issuance of common stock | $ 30,000,000 | |||
Common stock shares issued with effect of conversion | 3,000,000 | |||
Common Class A | IPO | ||||
Loss Contingencies [Line Items] | ||||
Stock shares issued during the period shares | 20,000,000 | |||
Common Class B | Anchor investors | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, issued for services | 375,000 | |||
Proceeds from issuance of common stock | $ 0 | |||
Common Class B | Anchor investors | Founder Shares [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, issued for services | 375,000 | |||
Proceeds from issuance of common stock | $ 0 | |||
Common Class B | Sponsor | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, issued for services | 750,000 | 5,750,000 | ||
Redeemable Warrants | Anchor investors | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, issued for services | 750,000 | |||
Maximum | Common Class A | Over-Allotment Option | ||||
Loss Contingencies [Line Items] | ||||
Stock shares issued during the period shares | 3,000,000 | |||
Maximum | Private Placement Warrants | ||||
Loss Contingencies [Line Items] | ||||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days |
Warrant Liability - Additional Information (Detail) - $ / shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2021 |
Apr. 30, 2021 |
|
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, outstanding | 16,000,000 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 10.00 |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Common Class A | Share Price Equal or Exceeds Eighteen Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% | |
Common Class A | Share Price Equal or Less Nine Point Two Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Share redemption trigger price | $ 9.20 | |
Minimum percentage gross proceeds required from issuance of equity | 60.00% | |
Class of warrant or right, exercise price adjustment percentage higher of market value | 115.00% | |
Public Warrants | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, outstanding | 10,000,000 | |
Public Warrants | Share Price Equal or Exceeds Eighteen Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrants redemption price per unit | $ 0.01 | |
Number of days of notice to be given for redemption of warrants | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Public Warrants | Share Price Equal or Exceeds Ten Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrants redemption price per unit | $ 0.10 | |
Number of days of notice to be given for redemption of warrants | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Public Warrants | Share Price Equal or Less Nine Point Two Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Number of consecutive trading days for determining share price | 20 days | |
Public Warrants | Common Class A | Share Price Equal or Exceeds Eighteen Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Share price | $ 18.00 | |
Public Warrants | Common Class A | Share Price Equal or Exceeds Ten Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Share price | $ 10.00 | |
Private Placement Warrants | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, outstanding | 6,000,000 |
Shareholders' (Deficit) Equity - Additional Information (Detail) - $ / shares |
3 Months Ended | 9 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jul. 23, 2021 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Jun. 11, 2021 |
Apr. 30, 2021 |
Dec. 31, 2020 |
|
Stock Holders Equity Note [Line Items] | |||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares issued | 0 | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | 0 | ||||
Temporary equity, shares outstanding | 20,000,000 | 20,000,000 | |||||
Sponsor | |||||||
Stock Holders Equity Note [Line Items] | |||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Preferred stock shares issued | 0 | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | 0 | ||||
Number of shares forfeited during the period | 750,000 | ||||||
IPO | Sponsor | |||||||
Stock Holders Equity Note [Line Items] | |||||||
Percentage of number of shares of common stock outstanding | 20.00% | ||||||
Common Class A | |||||||
Stock Holders Equity Note [Line Items] | |||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 0 | ||||||
Common stock shares outstanding | 0 | ||||||
Temporary equity, shares outstanding | 20,000,000 | 20,000,000 | 0 | ||||
Temporary Equity, Shares Issued | 20,000,000 | 20,000,000 | |||||
Common Class A | Sponsor | |||||||
Stock Holders Equity Note [Line Items] | |||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common Class B | |||||||
Stock Holders Equity Note [Line Items] | |||||||
Common stock shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares issued | 5,750,000 | 5,750,000 | 6,500,000 | ||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 6,500,000 | ||||
Number of shares forfeited during the period | 750,000 | ||||||
Common Class B | Sponsor | |||||||
Stock Holders Equity Note [Line Items] | |||||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock shares issued | 6,500,000 | 6,500,000 | 6,500,000 | ||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 6,500,000 | 6,500,000 | |||
Common stock shares issued subject to forfeiture | 750,000 | 750,000 | |||||
Common Class A and Class B | Sponsor | |||||||
Stock Holders Equity Note [Line Items] | |||||||
Common stock, Conversion basis | one-to-one |
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