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) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
||||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Page |
||||||
PART 1 – FINANCIAL INFORMATION |
||||||
Item 1. |
Financial Statements | |||||
| Condensed Balance Sheet (unaudited) | 1 | |||||
| Condensed Statements of Operations (unaudited) | 2 | |||||
| Condensed Statement of Changes in Shareholders’ Equity (unaudited) | 3 | |||||
| Condensed Statement of Cash Flows (unaudited) | 4 | |||||
| Notes to Condensed Financial Statements (unaudited) | 5 | |||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||||
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk | 17 | ||||
Item 4. |
Control and Procedures | 17 | ||||
PART II – OTHER INFORMATION |
||||||
Item 1. |
Legal Proceedings | 17 | ||||
Item 1A. |
Risk Factors | 17 | ||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 18 | ||||
Item 3. |
Defaults Upon Senior Securities | 18 | ||||
Item 4. |
Mine Safety Disclosures | 18 | ||||
Item 5. |
Other Information | 18 | ||||
Item 6. |
Exhibits | 18 | ||||
| 20 | ||||||
Assets: |
||||
Due from related party |
$ | |||
Deferred offering costs |
||||
Total Assets |
$ | |||
Liabilities and Shareholder’s Equity: |
||||
Accrued offering costs |
$ | |||
Promissory note - related party |
||||
Total current liabilities |
||||
Commitments and Contingencies (Note 6) |
||||
Shareholder’s Equity |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholder’s equity |
||||
Total Liabilities and Shareholder’s Equity |
$ | |
||
| (1) | Includes up to |
For the three months ended June 30, 2021 |
For the period from February 10, 2021 (Inception) to June 30, 2021 |
|||||||
Formation and operating costs |
$ | $ | ||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted weighted average shares outstanding (1) |
||||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
| (1) | Excludes an aggregate of up to |
Class B |
||||||||||||||||||||
Ordinary Shares |
Additional Paid-In Capital |
Accumulated Deficit |
Shareholder’s Equity |
|||||||||||||||||
Shares (1) |
Amount |
|||||||||||||||||||
Balance as of February 10, 2021 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
Class B ordinary shares issued to Sponsor |
||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||
Balance as of March 31, 2021 |
$ | |
$ | |
$ | ( |
$ | |||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||
Balance as of June 30, 2021 |
$ | $ | $ | ( |
$ | |||||||||||||||
| (1) | Includes up to |
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
||||
Operating costs paid by Sponsor loan |
||||
Net cash used in operating activities |
||||
Net change in cash |
||||
Cash, beginning of the period |
||||
Cash, end of the period |
$ | |||
Supplemental disclosure of cash flow information: |
||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Deferred offering costs included in accrued offerings costs |
$ | |||
Deferred offering costs paid by Sponsor loan |
$ | |||
| • | in whole and not in part; |
| • | at a price of $ |
| • | upon a minimum of (the “30-day redemption period”); and |
| • | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) 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. |
| * | Filed herewith. |
| ** | Furnished. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on August 13, 2021 and incorporated by reference herein. |
10X CAPITAL VENTURE ACQUISITION CORP. II | ||||||
| Date: September 24, 2021 | By: | /s/ Hans Thomas | ||||
| Name: | Hans Thomas | |||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||
| Date: September 24, 2021 | By: | /s/ Guhan Kandasamy | ||||
| Name: | Guhan Kandasamy | |||||
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) | |||||
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hans Thomas, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of 10X Capital Venture Acquisition Corp. II; |
| 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 registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) 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)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
Date: September 24, 2021
| /s/ Hans Thomas |
| Hans Thomas |
| Chief Executive Officer |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Guhan Kandasamy, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of 10X Capital Venture Acquisition Corp. II; |
| 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 registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) 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)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
Date: September 24, 2021
| /s/ Guhan Kandasamy |
| Guhan Kandasamy |
| Chief Financial Officer |
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of 10X Capital Venture Acquisition Corp. II (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Hans Thomas, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: September 24, 2021
| /s/ Hans Thomas |
| Hans Thomas |
| Chief Executive Officer |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of 10X Capital Venture Acquisition Corp. II (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Guhan Kandasamy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: September 24, 2021
| /s/ Guhan Kandasamy |
| Guhan Kandasamy |
| Chief Financial Officer |
| (Principal Financial Officer) |
Condensed Balance Sheet |
Jun. 30, 2021
USD ($)
|
|||
|---|---|---|---|---|
| Assets: | ||||
| Due from related party | $ 1,650 | |||
| Deferred offering costs | 153,826 | |||
| Total Assets | 155,476 | |||
| Liabilities and Shareholder's Equity: | ||||
| Accrued offering costs | 60,750 | |||
| Promissory note - related party | 81,457 | |||
| Total current liabilities | 142,207 | |||
| Commitments and Contingencies (Note 6) | ||||
| Shareholder's Equity | ||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |||
| Additional paid-in capital | 24,233 | |||
| Accumulated deficit | (11,731) | |||
| Total shareholder's equity | 13,269 | |||
| Total Liabilities and Shareholder's Equity | 155,476 | |||
| Common Class A [Member] | ||||
| Shareholder's Equity | ||||
| Common stock value | 0 | |||
| Common Class B [Member] | ||||
| Shareholder's Equity | ||||
| Common stock value | 767 | [1] | ||
| Total shareholder's equity | $ 767 | |||
| ||||
Condensed Balance Sheet (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Feb. 01, 2021 |
|---|---|---|
| Preferred stock par or stated value per share | $ 0.0001 | |
| Preferred stock shares authorized | 1,000,000 | |
| Preferred stock shares issued | 0 | |
| Preferred stock shares outstanding | 0 | |
| Common Class A [Member] | ||
| Common stock par or stated value per share | $ 0.0001 | |
| Common stock shares authorized | 500,000,000 | |
| Common stock shares issued | 0 | |
| Common stock shares outstanding | 0 | |
| Common Class B [Member] | ||
| Common stock par or stated value per share | $ 0.0001 | |
| Common stock shares authorized | 50,000,000 | |
| Common stock shares issued | 7,666,667 | |
| Common stock shares outstanding | 7,666,667 | |
| Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 |
Condensed Statements Of Operations - USD ($) |
3 Months Ended | 5 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2021 |
|||
| Income Statement [Abstract] | ||||
| Formation and operating costs | $ 34 | $ 11,731 | ||
| Net loss | $ (34) | $ (11,731) | ||
| Basic and diluted weighted average shares outstanding | [1] | 6,666,667 | 6,666,667 | |
| Basic and diluted net loss per share | $ 0.00 | $ 0.00 | ||
| ||||
Condensed Statements Of Operations (Parenthetical) - shares |
Jun. 30, 2021 |
Feb. 01, 2021 |
|---|---|---|
| Common Class B [Member] | ||
| Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 |
Condensed Statement Of Changes In Shareholder's Equity - USD ($) |
Total |
Common Class B [Member] |
Additional Paid-in Capital [Member] |
Accumulated Deficit |
||
|---|---|---|---|---|---|---|
| Beginning balance at Feb. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||
| Beginning balance, shares at Feb. 09, 2021 | [1] | 0 | ||||
| Class B ordinary shares issued to Sponsor | 25,000 | $ 767 | 24,233 | 0 | ||
| Class B ordinary shares issued to Sponsor, shares | [1] | 7,666,667 | ||||
| Net loss | (11,697) | 0 | (11,697) | |||
| Balance at the end at Mar. 31, 2021 | 13,303 | $ 767 | 24,233 | (11,697) | ||
| Balance at the end, shares at Mar. 31, 2021 | [1] | 7,666,667 | ||||
| Beginning balance at Feb. 09, 2021 | 0 | $ 0 | 0 | 0 | ||
| Beginning balance, shares at Feb. 09, 2021 | [1] | 0 | ||||
| Net loss | (11,731) | |||||
| Balance at the end at Jun. 30, 2021 | 13,269 | $ 767 | 24,233 | (11,731) | ||
| Balance at the end, shares at Jun. 30, 2021 | [1] | 7,666,667 | ||||
| Beginning balance at Mar. 31, 2021 | 13,303 | $ 767 | 24,233 | (11,697) | ||
| Beginning balance, shares at Mar. 31, 2021 | [1] | 7,666,667 | ||||
| Net loss | (34) | 0 | (34) | |||
| Balance at the end at Jun. 30, 2021 | $ 13,269 | $ 767 | $ 24,233 | $ (11,731) | ||
| Balance at the end, shares at Jun. 30, 2021 | [1] | 7,666,667 | ||||
| ||||||
Condensed Statement Of Changes In Shareholder's Equity (Parenthetical) - shares |
Jun. 30, 2021 |
Feb. 01, 2021 |
|---|---|---|
| Common Class B [Member] | ||
| Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 |
Condensed Statement of Cash Flows - USD ($) |
2 Months Ended | 3 Months Ended | 5 Months Ended |
|---|---|---|---|
Mar. 31, 2021 |
Jun. 30, 2021 |
Jun. 30, 2021 |
|
| Cash flows from operating activities: | |||
| Net loss | $ (11,697) | $ (34) | $ (11,731) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||
| Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 11,697 | ||
| Operating costs paid by Sponsor loan | 34 | ||
| Net cash used in operating activities | 0 | ||
| Net change in cash | 0 | ||
| Cash, beginning of the period | $ 0 | 0 | |
| Cash, end of the period | $ 0 | 0 | |
| Supplemental disclosure of cash flow information: | |||
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 13,303 | ||
| Deferred offering costs included in accrued offerings costs | 60,750 | ||
| Deferred offering costs paid by Sponsor loan | $ 79,773 |
Organization and Business Operations |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Business Operations | Note 1—Organization and Business Operations Organization and General 10X Capital Venture Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the initial Business Combination with the Company. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on August 10, 2021 (the “Effective Date”). On August 13, 2021, the Company commenced the IPO of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 655,000 units (the “Private Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $10.00 per unit in a private placement. Transaction costs amounted to $11,575,123 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions, and $575,123 of other offering costs. Trust Account Following the closing of the IPO on August 13, 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 Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within 15 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. 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 Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating 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 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 initial shareholders, Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, and (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 any extended period of time that the Company may have to consummate the initial Business Combination as a result of an amendment to the Company’s amended and restated memorandum and articles of association (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 the initial Business Combination within the Combination Period). The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of June 30, 2021, the Company had no cash and $153,826 in deferred offering costs. On August 13, 2021, the Company consummated its Initial Public Offering 20,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 655,000 Private Units to the Sponsor and Cantor at a price of $10.00 per Private Unit generating gross proceeds of $6,550,000. Following the Initial Public Offering, and the sale of the Private Units, a total of $200,000,000 was placed in the Trust Account, and the Company had $2,385,893 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete the Business Combination. The Company may withdraw interest from the Trust Account to pay taxes, if any. To the extent the share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because it become obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case it may issue additional securities or incur debt in connection with such Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the
COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, closing of the initial public offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Significant Accounting Policies | Note 2—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”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from February 10, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. 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 final prospectus filed by the Company with the SEC on August 19, 2021 and August 12, 2021, respectively. 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 these unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. Deferred Offering Costs Deferred offering costs consist of legal and accounting expenses incurred through the balance sheet date that were directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 ordinary shares that are subject to forfeiture if the over- allotment option is not exercised by the underwriters (see Note 7). At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 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”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s unaudited condensed financial statements. |
Initial Public Offering |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Initial Public Offering | Note 3— Initial Public Offering On August 13, 2021, the Company consummated its IPO of 20,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. Of the 20,000,000 Units sold, 19,780,000 Units were purchased by qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Following the closing of the IPO on August 13, 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 Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed in a Trust Account and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. |
Private Placement |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor and Cantor Fitzgerald & Co. (“Cantor”) purchased an aggregate of 655,000 Private Units, at a price of $10.00 per unit, for an aggregate purchase price of $6,550,000, in a private placement. If the Company does not complete the initial Business Combination within the Combination Period, the Private Units will expire worthless. The Private Units, private placement shares and private placement warrants are subject to the transfer restrictions. The Private Units have terms and provisions that are identical to those of the Units being sold in the IPO. |
Related Party Transactions |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5—Related Party Transactions Founder Shares In February 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share, 1,000,000 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. Additionally, upon consummation of the Business Combination, the Sponsor has agreed to transfer an aggregate of 1,334,339 Founder Shares to the Anchor Investor for the same price originally paid for such shares. The Founder Shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one The Company’s initial shareholders and the anchor investors have agreed not to transfer, assign or sell any of their founder shares until consummation of the Company’s initial business combination. 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 are non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. These loans were to be repaid upon the closing of the IPO out of the $1,350,000 of offering proceeds that has been allocated to the payment of offering expenses. As of June 30, 2021, the Company had borrowed $81,457 under the promissory note which was fully repaid upon IPO. Related Party Loans 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. 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 the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. At June 30, 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement Commencing on the Effective Date, the Company will pay an affiliate of the Sponsor $20,000 per month for office space, secretarial, and administrative services. Upon the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of the founder shares, Private Units, private placement shares and private placement warrants and the Class A ordinary shares underlying such private placement warrants and Private Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration 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 completion of the initial Business Combination. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any at the IPO price less the underwriting discounts and commissions. On August 13, 2021, the Company paid a fixed underwriting discount in aggregate of $4,000,000. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Shareholder's Equity |
5 Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||
| Shareholder's Equity | Note 7—Shareholder’s Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted basis, 25% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders and not including the Class A ordinary shares underlying the Private Units), including 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 or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of founder shares will never occur on a less than one-for-one Holders of record of the Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Warrants The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at five p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants):
If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the IPO. |
Subsequent Events |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in these unaudited condensed financial statements. |
Significant Accounting Policies (Policies) |
5 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| 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”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from February 10, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. 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 final prospectus filed by the Company with the SEC on August 19, 2021 and August 12, 2021, respectively. |
| 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. |
| Use of Estimates | Use of Estimates The preparation of these unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. |
| Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal and accounting expenses incurred through the balance sheet date that were directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
| Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 ordinary shares that are subject to forfeiture if the over- allotment option is not exercised by the underwriters (see Note 7). At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. |
| Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 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”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s unaudited condensed financial statements. |
Significant Accounting Policies - Additional Information (Detail) |
1 Months Ended | 3 Months Ended |
|---|---|---|
|
Jun. 30, 2021
USD ($)
shares
|
Jun. 30, 2021
USD ($)
shares
|
|
| Accounting Policies [Abstract] | ||
| Weighted average number of shares subject to forfeiture | shares | 1,000,000 | 1,000,000 |
| Cash equivalents | $ 0 | $ 0 |
| Unrecognized tax benefits | 0 | 0 |
| Accrued interest and penalties on unrecognized tax benefits | 0 | 0 |
| Income tax expense benefit | $ 0 | $ 0 |
Initial Public Offering - Additional information (Detail) - Subsequent Event [Member] - USD ($) |
Aug. 17, 2021 |
Aug. 13, 2021 |
|---|---|---|
| Disclosure Of Initial Public Offering [Line Items] | ||
| Class of warrants or rights number of shares covered by each warrants or right | 1 | |
| Class of warrants or rights exercise price | $ 11.50 | |
| Class of warrants period after which they can be exercised from the consummation of business combination | 30 days | |
| Class of warrants or rights term | 5 years | |
| Payment to acquire restricted investments | $ 200,000,000 | |
| Repayment of money to the related party due on account of excess funding received | $ 12,515 | |
| Term of restricted investments | 185 days | |
| IPO [Member] | ||
| Disclosure Of Initial Public Offering [Line Items] | ||
| Stock shares issued during the period new issues shares | 20,000,000 | |
| Shares issued price per share | $ 10.00 | |
| IPO [Member] | Qualified Institutional Buyers [Member] | ||
| Disclosure Of Initial Public Offering [Line Items] | ||
| Stock shares issued during the period new issues shares | 19,780,000 |
Private Placement - Additional Information (Detail) - Subsequent Event [Member] |
Aug. 13, 2021
USD ($)
$ / shares
shares
|
|---|---|
| Disclosure Of Private Placement [Line Items] | |
| Proceeds from private placement | $ | $ 6,550,000 |
| Private Placement [Member] | |
| Disclosure Of Private Placement [Line Items] | |
| Stock issued during period shares issued for services | shares | 655,000 |
| Shares issued price per share | $ / shares | $ 10.00 |
Commitments and Contingencies - Additional Information (Detail) - Underwriting Agreement [Member] - USD ($) |
3 Months Ended | |
|---|---|---|
Aug. 13, 2021 |
Jun. 30, 2021 |
|
| Subsequent Event [Member] | ||
| Other Commitments [Line Items] | ||
| Payment of underwriting discount | $ 4,000,000 | |
| Percentage of deferred underwriting discount payable | 3.50% | |
| Deferred underwriting commission payable | $ 7,000,000 | |
| Over-Allotment Option [Member] | ||
| Other Commitments [Line Items] | ||
| Number of days within which the option shall be exercised | 45 days | |
| Common stock shares subscribed but not issued | 3,000,000 |
Shareholder's Equity - Additional Information (Detail) |
3 Months Ended | |
|---|---|---|
|
Jun. 30, 2021
$ / shares
shares
|
Feb. 01, 2021
$ / shares
shares
|
|
| Class of Stock [Line Items] | ||
| Preferred stock par or stated value per share | $ / shares | $ 0.0001 | |
| Preferred stock shares authorized | 1,000,000 | |
| Preferred stock shares issued | 0 | |
| Preferred stock shares outstanding | 0 | |
| Public Warrants [Member] | ||
| Class of Stock [Line Items] | ||
| Class of warrants or rights exercise price | $ / shares | $ 11.50 | |
| Class of warrants or rights redemption price per warrant | $ / shares | $ 0.01 | |
| Minimum notice period to the holders of warrants before redemption | 30 days | |
| Number of trading days for determining the share price | 20 days | |
| Number of consecutive trading days for determning the share price | 30 days | |
| Number of consecutive trading days for determning the fair market value of shares | 10 days | |
| Public Warrants [Member] | Event Triggering The Exercise Price Of Warrants [Member] | ||
| Class of Stock [Line Items] | ||
| Shares issued price per share | $ / shares | $ 9.20 | |
| Volume weighted average price per share | $ / shares | $ 9.20 | |
| Percentage of cash flows for consummating business combination | 60.00% | |
| Number of consecutive trading days for determining the volume weighted average share price | 20 days | |
| Exercise price of warrants percentage | 115.00% | |
| Public Warrants [Member] | Event Triggering The Exercise Price Of Warrants [Member] | Redemption Trigger Price [Member] | ||
| Class of Stock [Line Items] | ||
| Share price | $ / shares | $ 18.00 | |
| Share price percentage | 180.00% | |
| Common Class A [Member] | ||
| Class of Stock [Line Items] | ||
| Common stock par or stated value per share | $ / shares | $ 0.0001 | |
| Common stock shares authorized | 500,000,000 | |
| Common stock shares issued | 0 | |
| Common stock shares outstanding | 0 | |
| Common stock shares voting rights | one | |
| Common Class A [Member] | Founder [Member] | ||
| Class of Stock [Line Items] | ||
| Common stock conversion from one class to another conversion ratio | 1 | |
| Common Class A [Member] | Founder [Member] | Maximum [Member] | ||
| Class of Stock [Line Items] | ||
| Percentage of common stock shares outstanding | 25.00% | |
| Common Class B [Member] | ||
| Class of Stock [Line Items] | ||
| Common stock par or stated value per share | $ / shares | $ 0.0001 | |
| Common stock shares authorized | 50,000,000 | |
| Common stock shares issued | 7,666,667 | |
| Common stock shares outstanding | 7,666,667 | |
| Common stock shares subject to forfeiture | 1,000,000 | 1,000,000 |
| Common stock shares voting rights | one | |
| Shares issued price per share | $ / shares | $ 0.003 |