QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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The
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Page
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Part I. Financial Information
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Item 1. Condensed Financial Statements
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1
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2
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3
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4
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5
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14
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16
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16
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Part II. Other Information
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17
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17
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17
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18
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18
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18
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18
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19
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Assets
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Current assets:
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Cash and cash equivalents
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$ | |||
Prepaid expenses
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Total current
assets
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Marketable
securities held in Trust Account
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Total Assets
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$
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Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders'
Equity
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Current liabilities:
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Accounts payable
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$
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Accrued
professional fees
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Accrued offering costs
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Total current liabilities
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Deferred underwriting
commissions
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Total liabilities
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Commitments and Contingencies (Note 6) | ||||
Class A ordinary shares subject to possible redemption, $ |
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Shareholders' Equity:
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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Total shareholders' equity
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Total Liabilities, Ordinary Shares Subject to Possible Redemption, and
Shareholders' Equity
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$
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Three months Ended
September 30, 2021
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Inception-to-Date
September 30, 2021
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General and administrative expenses
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$
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$
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Loss from operations
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(
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(
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Other income:
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Dividend and interest income
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Net loss
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$
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(
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)
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$
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(
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)
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Weighted average shares outstanding of Class A common stock subject to possible redemption |
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Basic and diluted net loss per share, Class A subject to possible redemption (See Note 2) |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding of Class A common stock
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Basic and diluted net loss per share, Class A (See Note 2)
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$
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(
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)
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$
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(
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)
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Weighted average shares outstanding of Class B common stock
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Basic and diluted net loss per share, Class B (See Note 2)
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$
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(
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)
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$
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(
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)
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Ordinary Shares Subject
to Possible Redemption
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Ordinary Shares
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Additional
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Total
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Class A
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Class A
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Class B
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Paid-in
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Accumulated
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Shareholders'
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Equity
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Balance - January 27, 2021
(inception)
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$
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$
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$
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$
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$
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$
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Issuance of Class B ordinary shares to Sponsor
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-
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-
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-
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-
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Net loss
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-
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- | - |
(
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)
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(
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)
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Balance - March 31, 2021
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$
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$
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(
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)
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$
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Issuance of Class A ordinary shares, net of $
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Accretion of Class A ordinary shares to redemption value
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- |
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- | - | - | - |
(
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)
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- |
(
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)
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Net loss
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-
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-
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-
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(
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)
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(
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)
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Balance - June 30, 2021 |
$ | $ | $ | $ | $ | ( |
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Accretion of Class A ordinary shares to redemption value | - |
- |
- |
- |
( |
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( |
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Net loss
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- |
- | - |
( |
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Balance - September 30, 2021
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$
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$
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$
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$
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$
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(
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)
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$
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Cash Flows from Operating Activities:
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Net loss
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$
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(
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)
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Dividends and interest earned in Trust Account | ( |
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Adjustments to reconcile net loss to net cash used in operating activities:
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Prepaid expenses
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(
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Accounts payable
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Accrued professional fees
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Net cash used in operating activities:
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(
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Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | ( |
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Cash Flows from Financing Activities:
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Proceeds from note payable - related party
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Payment of note payable - related party | ( |
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Proceeds from initial public offering | ||||
Payment of offering costs | ( |
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Proceeds from issuance
of Class B shares
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Net cash provided by financing activities
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Net change in cash
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$
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Cash - beginning of the period
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Cash - ending of the period
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$
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Supplemental disclosure of noncash investing and financing activities:
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Accrued offering costs
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$
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Deferred underwriting commissions
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$
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• |
Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
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• |
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
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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.
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Inception-to-Date
September 30, 2021
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Class A subject to
possible redemption
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Class A
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Class B
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Allocation of undistributable losses
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(
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(
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(
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Net income/(loss) to ordinary shares
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$
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(
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)
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$
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(
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$
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(
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)
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Weighted average shares outstanding, basic and diluted
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Basic and diluted net loss per share
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$
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(
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$
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(
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)
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$
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(
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Three months Ended
September 30, 2021
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Class A subject to
possible redemption
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Class A
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Class B
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Allocation of undistributable losses
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(
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(
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)
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(
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Net income/(loss) to ordinary shares
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$
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(
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)
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$
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(
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)
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$
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(
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)
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Weighted average shares outstanding, basic and diluted
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Basic and diluted net loss per share
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$
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(
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)
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$
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(
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)
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$
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(
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)
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4. |
CONTROLS AND PROCEDURES
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ITEM 1. |
LEGAL PROCEEDINGS.
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ITEM 1A. |
RISK FACTORS.
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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ITEM 6. |
EXHIBITS.
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No.
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Description of Exhibit
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3.1
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4.1
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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31.1*
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31.2*
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31.3*
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32.1*
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32.2*
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32.3*
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101.INS*
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XBRL Instance Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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* |
Filed herewith.
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(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on April 19, 2021 (File No. 001-40327) and incorporated by reference herein.
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TCV ACQUISITION CORP.
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Date: November 15, 2021
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/s/ Jon Reynolds, Jr. | |
Name:
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Jon Reynolds, Jr.
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Title:
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Co-Chief Executive Office
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(Principal Executive Officer)
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Date: November 15, 2021
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/s/ Christopher Marshall | |
Name:
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Christopher Marshall
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Title:
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Co-Chief Executive Office
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(Principal Executive Officer)
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Date: November 15, 2021
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/s/ Erez Elisha | |
Name:
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Erez Elisha
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Title:
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Chief Financial Officer
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(Principal Financial and Principal Accounting Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2021 of TCV Acquisition Corp.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s 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)) for the registrant and have:
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a.
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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 registrant, 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;
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b.
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[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
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c.
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Evaluated the effectiveness of the registrant’s 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
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d.
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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
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5.
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The registrant’s other certifying officer 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):
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a.
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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
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b.
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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.
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Date: November 15, 2021
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/s/ Christopher Marshall
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Christopher Marshall
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Co-Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2021 of TCV Acquisition Corp.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s 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)) for the registrant and have:
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a.
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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 registrant, 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;
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b.
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[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
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c.
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Evaluated the effectiveness of the registrant’s 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
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d.
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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
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5.
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The registrant’s other certifying officer 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):
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a.
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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
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b.
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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.
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Date: November 15, 2021
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/s/ Jon Reynolds Jr.
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Jon Reynolds Jr.
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Co-Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2021 of TCV Acquisition Corp.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s 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)) for the registrant and have:
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a.
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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 registrant, 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;
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b.
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[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
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c.
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Evaluated the effectiveness of the registrant’s 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
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d.
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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
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5.
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The registrant’s other certifying officer 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):
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a.
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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
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b.
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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.
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Date: November 15, 2021
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/s/ Erez Elisha
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Erez Elisha
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Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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1.
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the Quarterly Report on Form 10-Q for the three months ended June 30, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
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Date: November 15, 2021
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/s/ Christopher Marshall
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Christopher Marshall
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Co-Chief Executive Officer
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(Principal Executive Officer)
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1.
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the Quarterly Report on Form 10-Q for the three months ended June 30, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 15, 2021
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/s/ Jon Reynolds Jr.
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Jon Reynolds Jr.
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Co-Chief Executive Officer
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(Principal Executive Officer)
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1.
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the Annual Report on Form 10-Q for the three months ended June 30, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
|
2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 15, 2021
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/s/ Erez Elisha
|
||
Erez Elisha
|
||
Chief Financial Officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
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CONDENSED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) |
Jun. 30, 2021 |
Apr. 16, 2021 |
---|---|---|
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Offering costs | $ 23,100,000 | |
Class A Ordinary Shares [Member] | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Offering costs | $ 23,107,213 |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY |
NOTE 1. DESCRIPTION OF
ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
TCV Acquisition Corp.
(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business
Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
All activity for the period from January 27, 2021 (inception) through September 30, 2021 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”) and looking for a
business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend
income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On February 23, 2021,
the former sponsor (“Former Sponsor”), TCV Acquisition Holdings, a Cayman Islands limited liability, transferred its interests in and obligations with respect to the Company to TCV Acquisition Holdings, L.P., an exempted limited partnership
organized under the laws of the Cayman Islands (“Sponsor”).
The registration
statement for the Company’s Initial Public Offering was declared effective on April 13, 2021. On April 16, 2021, the Company consummated its Initial Public Offering of 40,000,000 Class A ordinary shares (the “Public Shares”), including the 5,000,000
Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per
Public Share, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $23.1 million, of which $14.0 million
was for deferred underwriting commissions (see Note 6).
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,100,000 Class A
ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to TCV Acquisition Holdings 2, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Sponsor 2”, collectively with Sponsor, the “Sponsors”), generating gross proceeds of $11.0 million (see Note 4).
Upon the closing of the
Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust
Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a
Business Combination and (ii) the distribution of the Trust Account to the Company’s shareholders, as described below.
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating
businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any
deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business
Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a
Business Combination.
The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in
connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will
be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to
be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). 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 in connection with a Business Combination, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law or stock exchange listing
requirements and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and
Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If,
however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company
seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public
Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Private Placement Shares in
connection with the completion of a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.
Notwithstanding the
foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a
“group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.
The Company’s Sponsor,
executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide
for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the
Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial
Public Offering, or April 16, 2023 (or 27 months from the closing of the Initial Public Offering, or July 16, 2023, if the Company
has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24
months from the closing of the Initial Public Offering but has not completed the initial Business Combination within such 24 month
period) (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
business days thereafter, redeem the outstanding 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 (less 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 remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The
Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial
Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business
Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the
Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the
per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per
share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed 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 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that
an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to
indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company
does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity and capital resources
Prior
to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period or time, which is considered to be one year from the issuance date of the condensed financial statements.
On April 16, 2021, the Company consummated its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes.
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 the date the financial
statements are issued. Over this time period, the Company will be using these funds for paying existing accounts payable, ongoing professional fees, 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.
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 these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the
instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of
operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial
position, operating results and cash flows for the periods presented.
The interim results for the three months ended
September 30, 2021 and the period from January 27, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging growth company
The Company is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved.
Further, Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement
declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out
of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or
revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Concentration of credit risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist of cash accounts and treasury notes in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and
management believes the Company is not exposed to significant risks on such accounts.
Cash and cash
equivalents
The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held cash equivalents in short-term investments as of September 30, 2021.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments, approximates the carrying amounts represented in the balance sheet due to the short term nature of these amounts.
Marketable Securities Held in Trust Account
At September 30, 2021, substantially
all of the assets held in the Trust Account were held in treasury trust shares.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly
transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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.” Class A ordinary
shares subject to mandatory redemption are classified as a liability instrument and are 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to
possible redemption are classified as temporary equity and are accreted from the initial carrying amount to the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using the effective
interest method. For the
three months ended September 30, 2021 and the period from inception through September 30, 2021, the accretion for the Class A ordinary shares subject to possible redemption was approximately $2.9 million and $5.2 million, respectively.
Use of estimates
The preparation of condensed financial
statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed
financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in
formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering costs
Offering costs consist of legal, accounting, underwriting fees and other
costs incurred through the balance sheet date that are directly related to our initial public offering. Offering costs amounting to approximately $23.1
million were charged to temporary equity upon the completion of the Initial Public Offering.
Stock Based Compensation
Stock-based compensation expense associated with the
Company’s equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if
any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.
Net loss per ordinary
share
The Company complies with accounting and
disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the period from
January 27, 2021 (inception) through September 30, 2021 were reduced for the effect of an aggregate of 1,250,000 Class B ordinary
shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters on April 16, 2021 (see Note 5). The Company’s statements of operations include a presentation of income per ordinary share subject
to redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Shares subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company has elected to treat only the
portion of the accretion that reflects a redemption in excess of fair value in the same manner as dividends in the calculation of net income/(loss) per ordinary share. As of September 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 share is the same as basic loss per share for the period presented.
A reconciliation of net loss per ordinary share is as follows:
Income taxes
The Company complies with the accounting and reporting
requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the condensed
financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a
measurement attribute for the condensed 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of, and for the three months ended September 30, 2021 and the period from inception to September 30, 2021. The Company is
currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the
Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent accounting
standards
Management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
|
INITIAL PUBLIC OFFERING ("IPO") |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING ("IPO") [Abstract] | |
INITIAL PUBLIC OFFERING ("IPO") |
NOTE 3. INITIAL PUBLIC
OFFERING (“IPO”)
On April 16, 2021, the
Company consummated its IPO of 40,000,000 Public Shares, including the 5,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $400.0 million, and
incurring offering costs of approximately $23.1 million, of which $14.0 million was for deferred underwriting commissions.
|
PRIVATE PLACEMENT |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT |
NOTE 4. PRIVATE
PLACEMENT
Simultaneously with the
closing of the Initial Public Offering on April 16, 2021, the Company consummated the Private Placement of 1,100,000 Private Placement
Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $11.0 million.
The Sponsor and the
Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30
days after the completion of the initial Business Combination.
|
RELATED PARTY TRANSACTIONS |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
NOTE 5. RELATED PARTY
TRANSACTIONS
Founder Shares
On January 29, 2021,
the Company issued 10,000,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company. The holders of the Founder Shares agreed to surrender and cancel up to
an aggregate of 1,250,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares was not
exercised in full by the underwriters, so that the Founder Shares would represent approximately 21.8% of the Company’s issued and
outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on April 16, 2021; thus, these 1,250,000
Founder Shares are no longer subject to forfeiture.
The Founder Shares will
automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in our amended and restated memorandum and articles of association. Such Class A
ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial business combination.
The Initial
Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the
completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at
least 120 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 Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Related Party Loans
On January 29, 2021,
the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing,
unsecured and due upon the closing of the Initial Public Offering. The Company borrowed $109,140 under the Note and repaid the Note
balance in full on April 20, 2021.
In addition, in order
to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds
held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been
determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under
the Working Capital Loans.
|
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
NOTE 6. COMMITMENTS AND
CONTINGENCIES
Registration and
Shareholder Rights
The holders of the
Founder Shares, Private Placement Shares, and shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Shares and shares that may be issued upon
conversion of Working Capital Loans) will be entitled to registration rights, on or after the date the Company consummates the Business Combination, pursuant to a registration and shareholder rights agreement signed upon the effective date of the
Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that
the Company register 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. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the
underwriters a 45-day option from the date of the prospectus to purchase up to 5,000,000 additional shares at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option
on April 16, 2021.
The underwriters were
entitled to an underwriting discount of $0.20 per share, or $8.0 million in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $14.0 million in the aggregate will be
payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject
to the terms of the underwriting agreement.
|
SHAREHOLDERS' EQUITY |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
SHAREHOLDERS EQUITY [Abstract] | |
SHAREHOLDERS EQUITY |
NOTE 7. SHAREHOLDERS’
EQUITY
Preference Shares —
The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of September 30, 2021, 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. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 41,100,000
Class A ordinary shares issued and outstanding, including 1,100,000
in Private Placement Shares and 40,000,000 in Public Shares subject to possible redemption. The Public Shares are classified
as temporary equity, outside of the stockholders’ equity section of the balance sheet. The Private Placement Shares are not subject to redemption and as a result, have been classified as permanent equity on the balance sheet.
The Company identified an immaterial error in the amount of redeemable Class A
ordinary shares classified in temporary equity within the audited balance sheet as of April 16, 2021 included in the Company's Form 8-K, filed on April 22, 2021. The impact of the error was an approximately $6.0 million overstatement of Class A ordinary shares subject to possible redemption included within temporary equity and an approximately $6.0 million understatement of total stockholders’ equity. The condensed financial statements for the quarter ended September 30, 2021 have been
adjusted to reflect the corrected balances. Management has evaluated the materiality of the misstatement based on an analysis of quantitative and qualitative factors and concluded they were not material to the audited balance sheet as of
April 16, 2021, individually or in aggregate.
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. On January 29, 2021, the Company issued 10,000,000 Class B ordinary shares to the Sponsor. The holders of such Founder Shares agreed to surrender and cancel up to an aggregate of 1,250,000 Class B ordinary shares 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, including the Private Placement Shares, would collectively own 21.8% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on April 16,
2021; thus, these 1,250,000 Class B ordinary shares are no longer subject to forfeiture. As of September 30, 2021, there were 10,000,000 Class B ordinary shares issued and outstanding.
Ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary
shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.
The Class B ordinary
shares will automatically convert into Class A ordinary shares 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, 21.8% of the sum of (i) the total number of ordinary shares
issued and outstanding upon completion of the Initial Public Offering, 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 any Class A ordinary shares or equity-linked securities 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 placement shares issued to the Sponsor, its affiliates or any member of our management team, including upon conversion of Working Capital Loans. In no event will the
Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
|
SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Sep. 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 condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that require adjustment
or disclosure in the condensed financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of presentation |
Basis of presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the
instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of
operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial
position, operating results and cash flows for the periods presented.
The interim results for the three months ended
September 30, 2021 and the period from January 27, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
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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 cash accounts and treasury notes in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and
management believes the Company is not exposed to significant risks on such accounts.
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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 held cash equivalents in short-term investments as of September 30, 2021.
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Financial Instruments |
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments, approximates the carrying amounts represented in the balance sheet due to the short term nature of these amounts.
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Marketable Securities Held in Trust Account |
Marketable Securities Held in Trust Account
At September 30, 2021, substantially
all of the assets held in the Trust Account were held in treasury trust shares.
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Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly
transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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.” Class A ordinary
shares subject to mandatory redemption are classified as a liability instrument and are 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to
possible redemption are classified as temporary equity and are accreted from the initial carrying amount to the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using the effective
interest method. For the
three months ended September 30, 2021 and the period from inception through September 30, 2021, the accretion for the Class A ordinary shares subject to possible redemption was approximately $2.9 million and $5.2 million, respectively.
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Use of estimates |
Use of estimates
The preparation of condensed financial
statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed
financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in
formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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Offering costs |
Offering costs
Offering costs consist of legal, accounting, underwriting fees and other
costs incurred through the balance sheet date that are directly related to our initial public offering. Offering costs amounting to approximately $23.1
million were charged to temporary equity upon the completion of the Initial Public Offering.
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Stock Based Compensation |
Stock Based Compensation
Stock-based compensation expense associated with the
Company’s equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if
any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.
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Net loss per ordinary share |
Net loss per ordinary
share
The Company complies with accounting and
disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the period from
January 27, 2021 (inception) through September 30, 2021 were reduced for the effect of an aggregate of 1,250,000 Class B ordinary
shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters on April 16, 2021 (see Note 5). The Company’s statements of operations include a presentation of income per ordinary share subject
to redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Shares subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company has elected to treat only the
portion of the accretion that reflects a redemption in excess of fair value in the same manner as dividends in the calculation of net income/(loss) per ordinary share. As of September 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 share is the same as basic loss per share for the period presented.
A reconciliation of net loss per ordinary share is as follows:
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Income taxes |
Income taxes
The Company complies with the accounting and reporting
requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the condensed
financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a
measurement attribute for the condensed 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of, and for the three months ended September 30, 2021 and the period from inception to September 30, 2021. The Company is
currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the
Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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Recent accounting standards |
Recent accounting
standards
Management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Net Loss Per Common Share |
A reconciliation of net loss per ordinary share is as follows:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) |
3 Months Ended | 8 Months Ended | |
---|---|---|---|
Sep. 30, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
|
Class A Subject to Possible Redemption [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Accretion of Class A ordinary shares to redemption value | $ 2,864,436 | $ 2,340,000 | $ 5,200,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) $ in Millions |
Apr. 16, 2021
USD ($)
|
---|---|
Offering Costs [Abstract] | |
Offering costs | $ 23.1 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) |
Sep. 30, 2021
USD ($)
|
---|---|
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
INITIAL PUBLIC OFFERING ("IPO") (Details) - USD ($) |
8 Months Ended | ||
---|---|---|---|
Apr. 16, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
|
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 400,000,000.0 | $ 411,000,000 | |
Offering costs | 23,100,000 | ||
Deferred underwriting commissions | $ 14,000,000.0 | $ 14,000,000 | |
Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Offering costs | $ 23,107,213 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Share price (in dollars per share) | $ 10.00 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 40,000,000 | ||
Share price (in dollars per share) | $ 10.00 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 5,000,000 | ||
Share price (in dollars per share) | $ 10.00 |
PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Millions |
8 Months Ended | |
---|---|---|
Apr. 16, 2021 |
Sep. 30, 2021 |
|
Private Placement [Abstract] | ||
Gross proceeds from private placement | $ 11.0 | |
Holding period for transfer, assignment or sale of private placement shares | 30 days | |
Private Placement Shares [Member] | Sponsor [Member] | ||
Private Placement [Abstract] | ||
Gross proceeds from private placement | $ 11.0 | |
Private Placement [Member] | Private Placement Shares [Member] | ||
Private Placement [Abstract] | ||
Shares issued (in shares) | 1,100,000 | |
Share price (in dollars per share) | $ 10.00 |
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - USD ($) |
8 Months Ended | |
---|---|---|
Sep. 30, 2021 |
Jan. 29, 2021 |
|
Sponsor [Member] | Promissory Note [Member] | ||
Related Party Loans [Abstract] | ||
Maximum borrowing capacity | $ 300,000 | |
Related party transaction amount | $ 109,140 | |
Sponsor, Company's Founding Team Members or Any of their Affiliates [Member] | Working Capital Loans [Member] | ||
Related Party Loans [Abstract] | ||
Loans that can be converted into shares at lenders' discretion | $ 2,000,000.0 | |
Conversion price (in dollars per share) | $ 10.00 | |
Borrowings outstanding | $ 0 |
COMMITMENTS AND CONTINGENCIES (Details) |
8 Months Ended | |
---|---|---|
Apr. 16, 2021
USD ($)
$ / shares
shares
|
Sep. 30, 2021
USD ($)
Individual
|
|
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional shares | 45 days | |
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 | |
Underwriting discount | $ | $ 8,000,000.0 | |
Deferred underwriting commissions per share (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ | $ 14,000,000.0 | $ 14,000,000 |
Maximum [Member] | ||
Registration And Shareholder Rights [Abstract] | ||
Number of demands eligible security holder can make | Individual | 3 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Shares issued (in shares) | shares | 5,000,000 |
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