QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
th Stth Floor |
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(Address Of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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25 |
September 30, 2021 |
February 10, 2021 |
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(unaudited) |
(audited) |
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ASSETS |
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Current assets: |
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Cash |
$ | $ | ||||||
Total current assets |
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Deferred offering costs |
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Total assets |
$ | $ | ||||||
LIABILITIES AND SHAREHOLDER’S EQUITY (DEFICIT) |
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Current liabilities: |
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Due to investor s |
$ |
$ |
— |
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Accounts payable, including approximately $ |
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Accrued offering costs |
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Sponsor loan |
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Total liabilities |
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Commitments and Contingencies (see Note 7) |
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SHAREHOLDER’S EQUITY (DEFICIT): |
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Preferred shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ 30 , 2021 and February 10 , 2021(1)(2) |
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Additional paid-in-capital |
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Accumulated deficit |
( |
) | ( |
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Total shareholder’s equity (deficit) |
( |
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Total liabilities and shareholder’s equity (deficit) |
$ | $ | ||||||
(1) | Includes an aggregate of |
(2) | Share amounts have been retroactively restated to reflect the surrender of |
For the three months ended September 30, 2021 |
For the period from February 9, 2021 (inception) to September 30, 2021 |
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(unaudited) |
( un audited) |
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General and administrative expenses |
$ | $ | ||||||
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Net loss |
$ | ( |
) | $ | ( |
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Weighted average ordinary shares outstanding |
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Basic and diluted (1)(2) |
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Net loss per ordinary share: |
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Basic and diluted |
$ | ( |
) | $ | ( |
) | ||
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(1) | Excludes an aggregate of |
(2) | Share amounts have been retroactively restated to reflect the surrender of |
Class B |
Additional |
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Ordinary Shares (1)(2) |
Total |
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Paid-in |
Accumulated |
Shareholder’s |
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Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance, June 30, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
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Balance, September 30, 2021 (unaudited) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
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Class B |
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Ordinary Shares (1)(2) |
Additional |
Total |
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Paid-in |
Accumulated |
Shareholder’s |
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Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance, February 9, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor at approximately $ |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
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Balance, September 30, 2021 (audited) |
$ |
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$ | $ | ( |
) | $ | ( |
) | |||||||||||
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(1) | Includes an aggregate of |
(2) | Share amounts have been retroactively restated to reflect the surrender of . |
For the period from February 9, 2021 (inception) to September 30, 2021 |
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( un audited) |
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Cash flows from operating activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operations: |
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Increase in accounts payable and accruals |
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Payment by Founders of formation costs |
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Net cash used in operating activities |
( |
) | ||
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Cash from financing activities: |
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Proceeds from Sponsor Note |
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Proceeds from advances from Investors |
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Payment of deferred offering costs |
( |
) | ||
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Net cash provided from financing activities |
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Net change in cash |
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Cash at beginning of period |
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Cash at end of period |
$ | |||
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Supplemental disclosure of non-cash financing activities: |
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Sale of |
$ | |||
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Payment by Founders of deferred offering costs |
$ | |||
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Deferred offering costs included in accounts payable and accrued liabilities |
$ | |||
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: December 3, 2021 | GLOBAL TECHNOLOGY ACQUISITION CORP. I | |||||
By: | /s/ Arnau Porto Dolc | |||||
Name: | Arnau Porto Dolc | |||||
Title: | Chief Executive Officer |
Dated: December 3, 2021 | GLOBAL TECHNOLOGY ACQUISITION CORP. I | |||||
By: | /s/ Claudia Gast | |||||
Name: | Claudia Gast | |||||
Title: | Chief Financial Officer |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the
Securities Exchange Act of 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Arnau Porto Dolc, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants 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:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the 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;
b) [omitted pursuant to the transition period exemption for newly public companies.]
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Dated: December 3, 2021 | /s/ Arnau Porto Dolc | |||||
Name: Arnau Porto Dolc Title: Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Rule 13a-14(a) and Rule 15d-14(e) under the
Securities Exchange Act of 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Claudia Gast, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants 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:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the 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;
b) [omitted pursuant to the transition period exemption for newly public companies.]
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Dated: December 3, 2021 | /s/ Claudia Gast | |||||
Name: Claudia Gast Title: Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I (the Company) for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Arnau Porto Dolc, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: December 3, 2021 | /s/ Arnau Porto Dost | |||||
Name: Arnau Porto Dost Title: Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I (the Company) for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Claudia Gast, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: December 3, 2021 | /s/ Claudia Gast | |||||
Name: Claudia Gast Title: Chief Financial Officer and Secretary (Principal Financial Officer) |
Condensed Balance Sheets - USD ($) |
Sep. 30, 2021 |
Feb. 10, 2021 |
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---|---|---|---|---|---|---|
Current assets: | ||||||
Cash | $ 839,000 | $ 0 | ||||
Total current assets | 839,000 | 0 | ||||
Deferred offering costs | 493,000 | 20,000 | ||||
Total assets | 1,332,000 | 20,000 | ||||
Current liabilities | ||||||
Due to investors | 836,000 | |||||
Accounts payable, including approximately $70,000 of offering costs | 87,000 | 0 | ||||
Accrued offering costs | 275,000 | 0 | ||||
Sponsor loan | 200,000 | 0 | ||||
Total liabilities | 1,398,000 | 0 | ||||
Commitments and Contingencies (see Note 7) | ||||||
SHAREHOLDER'S EQUITY (DEFICIT) | ||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 | ||||
Additional paid-in-capital | 24,000 | 24,000 | ||||
Accumulated deficit | (91,000) | (5,000) | ||||
Total shareholder's equity (deficit) | (66,000) | 20,000 | ||||
Total liabilities and shareholder's equity (deficit) | 1,332,000 | 20,000 | ||||
Common Class A [Member] | ||||||
SHAREHOLDER'S EQUITY (DEFICIT) | ||||||
Common Stock, Value | 0 | 0 | ||||
Common Class B [Member] | ||||||
SHAREHOLDER'S EQUITY (DEFICIT) | ||||||
Common Stock, Value | [1],[2] | $ 1,000 | $ 1,000 | |||
|
Condensed Balance Sheets (Parenthetical) |
Sep. 30, 2021
USD ($)
$ / shares
shares
|
---|---|
Offering costs payable | $ | $ 70,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, shares authorized | 220,000,000 |
Sponsor [Member] | |
Common stock, shares outstanding | 656,250 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Class B (Member) | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 5,031,250 |
Common stock, shares outstanding | 5,031,250 |
Common stock, Shares, Subject to forfeiture | 656,250 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 8 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
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General and administrative expenses | $ 37,000 | $ 91,000 | ||||
Net loss | $ (37,000) | $ (91,000) | ||||
Weighted average ordinary shares outstanding | ||||||
Basic and diluted | [1],[2] | 4,375,000 | 4,375,000 | |||
Net loss per ordinary share: | ||||||
Basic and diluted | $ (0.01) | $ (0.02) | ||||
|
Condensed Statements of Operations (Parenthetical) |
3 Months Ended | 8 Months Ended |
---|---|---|
Sep. 30, 2021
shares
|
Sep. 30, 2021
shares
|
|
Sponsor [Member] | ||
Common stock, shares outstanding | 656,250 | 656,250 |
Common Class B Member | ||
Weighted average number of shares, common stock subject to forfeiture | 656,250 | 656,250 |
Common stock, shares outstanding | 5,031,250 | 5,031,250 |
Condensed Statements of Changes in Shareholder's (Deficit) - USD ($) |
Total |
Common Stock [Member]
Common Class B [Member]
|
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
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---|---|---|---|---|---|---|---|---|---|
Beginning balance at Feb. 08, 2021 | $ 0 | $ 0 | [1],[2] | $ 0 | $ 0 | ||||
Beginning balance, Shares at Feb. 08, 2021 | [1],[2] | 0 | |||||||
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share(1)(2) | 25,000 | $ 1,000 | [1],[2] | 24,000 | |||||
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share(1)(2), Shares | [1],[2] | 5,031,250 | |||||||
Net loss | (91,000) | (91,000) | |||||||
Ending balance at Sep. 30, 2021 | (66,000) | $ 1,000 | [1],[2] | 24,000 | (91,000) | ||||
Ending balance, Shares at Sep. 30, 2021 | 5,031,250 | ||||||||
Beginning balance at Jun. 30, 2021 | (29,000) | $ 1,000 | [1],[2] | 24,000 | (54,000) | ||||
Beginning balance, Shares at Jun. 30, 2021 | [1],[2] | 5,031,250 | |||||||
Net loss | (37,000) | (37,000) | |||||||
Ending balance at Sep. 30, 2021 | $ (66,000) | $ 1,000 | [1],[2] | $ 24,000 | $ (91,000) | ||||
Ending balance, Shares at Sep. 30, 2021 | 5,031,250 | ||||||||
|
Condensed Statements of Changes in Shareholder's (Deficit) (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Sep. 30, 2021 |
Feb. 10, 2021 |
---|---|---|---|
Sponsor [Member] | |||
Common stock, shares outstanding | 656,250 | ||
Common Class B [Member] | |||
Common stock, Shares, Subject to forfeiture | 562,500 | 656,250 | 656,250 |
Common stock, shares outstanding | 4,312,500 | 5,031,250 | 5,031,250 |
Common Class B [Member] | Sponsor [Member] | |||
Common stock, Shares, Subject to forfeiture | 843,750 | ||
Stock surrendered during period shares | 2,156,250 | ||
Sale of stock price per share | $ 0.005 | $ 0.004 |
Condensed Statements of Cash Flows |
8 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
| |
Cash flows from operating activities: | |
Net loss | $ (91,000) |
Adjustments to reconcile net loss to net cash used in operations: | |
Increase in accounts payable and accruals | 17,000 |
Payment by Founders of formation costs | 5,000 |
Net cash used in operating activities | (69,000) |
Cash from financing activities: | |
Proceeds from Sponsor Note | 200,000 |
Proceeds from advances from Investors | 836,000 |
Payment of deferred offering costs | (128,000) |
Net cash provided from financing activities | 908,000 |
Net change in cash | 839,000 |
Cash at beginning of period | 0 |
Cash at end of period | 839,000 |
Supplemental disclosure of non-cash financing activities: | |
Sale of 6,468,750 of Class B ordinary shares to Founders and deposited with counsel for formation and deferred offering costs | 25,000 |
Payment by Founders of deferred offering costs | 20,000 |
Deferred offering costs included in accounts payable and accrued liabilities | $ 345,000 |
Condensed Statements of Cash Flows (Parenthetical) - shares |
8 Months Ended | |
---|---|---|
Feb. 10, 2021 |
Sep. 30, 2021 |
|
Sponsor [Member] | Common Class B [Member] | ||
Issuance of ordinary shares to Sponsor (in shares) | 6,468,750 | 6,468,750 |
Description of Organization, Business Operations and Liquidity |
8 Months Ended |
---|---|
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Liquidity | Note 1—Description of Organization, Business Operations and Liquidity Organization and General: Global Technology Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands as an exempted company on February 9, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At September 30, 2021, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to September 30, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”) described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. Sponsor and Public Offering: The Company’s sponsor is Global Technology Acquisition I Sponsor Ltd., an exempted limited liability partnership registered in the Cayman Islands (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $200,000,000 Public Offering (Note 3) and a $10,500,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement subsequent to September 30, 2021, on October 25, 2021, $204,000,000 is held in a trust account (the “Trust Account”). The Trust Account: The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses. The Company’s amended and restated memorandum and articles of associating provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering (or up to 24 months from the date of closing of the Public Offering in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association)) or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months as previously described The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of our public shareholders. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released for taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of business days prior to commencement of the tender offer, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the NASDAQ Global Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets (total assets less intangible assets and liabilities) to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. As a result, such shares of Class A ordinary shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Accounting Standards Board Codification (“FASB ASC 480”), “Distinguishing Liabilities from Equity.” The amount in the Trust Account, funded subsequent to September 30, 2021 upon closing of the Public Offering on October 25, 2021, is initially $10.20 per public common share ($204,000,000 held in the Trust Account) divided by 20,000,000 public shares. The Company will have 18 months from the closing date of the Public Offering, April 25, 2023, (or up to 24 months as previously described) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than business days thereafter, redeem the public shares of Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire shares of Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 18 months from the closing of the Public offering (or 24 months as previously described). 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 less than the price per Unit in the Public Offering. Risks and Uncertainties—COVID-19: 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 an effect on the Company’s financial position, results of its operations and/or search for a target company and/or a target company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources: Management believes that the funds which the Company has available following the completion of the Initial Public Offering subsequent to September 30, 2021 on October 25, 2021, will enable it to sustain operations for a period of at least
one-year for the issuance date these financial statements. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated. Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since compl eted 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. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for more than one year after the release of these financial statements and therefore substantial doubt has been alleviated. |
Summary of Significant Accounting Policies |
8 Months Ended | ||||||||||||
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Sep. 30, 2021 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus dated October 20, 2021 as well as the Form 8-K including the Closing Balance Sheet as of October 25, 2021 filed on October 29, 2021. All dollar amounts are rounded to the nearest thousand dollars. 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, 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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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. Net Loss per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings PerAt September 30, 2021 and February 10, 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 under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of three months or less when acquired to be cash equivalents. The Company has no cash equivalents at September 30, 2021 or February 10, 2021. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal 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. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements: The Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of September 30, 2021, 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. Deferred Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 warrant liability based on relative fair values with costs associated Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold subsequent to September 30, 2021, on October 25, 2021, as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares will be recorded as Class A ordinary shares subject to redemption on the Company’s balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued at each reporting date, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non- current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. There were no derivative financial instruments as of September 30, 2021 or February 10, 2021. Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were available to be issued. All such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Public Offering |
8 Months Ended |
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Sep. 30, 2021 | |
Equity [Abstract] | |
Public Offering | Note 3—Public Offering Subsequent to September 30, 2021, on October 25, 2021, the Company closed on the Public Offering and sale, including the underwriters’ partial exercise of their over-allotment option, of 20,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A ordinary shares, $0.0001 par value, and one-half of one warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of our Class A ordinary shares. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per whole share, subject to adjustment, terms and limitations as described herein. The Warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation as described therein. However, if the Company does not complete its initial Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of a Public Warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A ordinary shares to be issued to the Warrant holder. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of a Warrant during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders, and that certain other conditions are met. Once the Warrants become exercisable, the Company may also redeem the outstanding Warrants in whole and not in part at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price of the Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other conditions are met. If the closing price of the Class A ordinary shares is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. At the closing of the Public Offering on October 25, 2021, the underwriters’ exercised 2,500,000 Units of such over-allotment option. The Warrants that were issued in connection with 2,500,000 over-allotment units exercised are identical to the public Warrants and have no net cash settlement provisions. The Company paid an underwriting discount of 2.0% of the per Unit price $4,000,000 to the underwriters at the closing of the Public Offering and is obligated to pay a deferred underwriting fee of 3.5% of the per Unit price, $7,000,000, upon the completion of the Company’s initial business combination. |
Related party transactions |
8 Months Ended |
---|---|
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 4—Related party transactions Founder Shares: On February 10, 2021, the Sponsor purchased 6,468,750 Class B ordinary shares (the “Founder Shares”) for $25,000 or approximately $0.004 per share (up to 843,750 of which were subject to forfeiture to the extent the underwriters’ over-allotment option is not exercised in full). The Founder Shares are substantially identical to the Class A ordinary shares included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below. On June 30, 2021, the Sponsor surrendered 2,156,250 Class B ordinary shares for no consideration, resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. Subsequent to September 30, 2021, on October 21, 2021, the Company executed a share capitalization that increased the number of Class B ordinary shares outstanding to 5,031,250, 656,250 of which were subject to forfeiture if the underwriters’ over-allotment option is not exercised in full. The share recapitalization on October 21, 2021 is retroactively reflected in the accompanying financial statements for all dates and periods presented including as of September 30, 2021 and March 2, 2021 and per share amounts. After the closing of the Public Offering subsequent to September 30, 2021 , on October 25, 2021, 31,250 of such shares remained forfeitable. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the initial shareholders will own 20.0% of the Company’s issued and outstanding shares after the Public Offering. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Private Placement Warrants: Subsequent to September 30, 2021, in connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Sponsor purchased from the Company an aggregate of 10,500,000 warrants at a price of $1.00 per warrant (a purchase price of 10,500,000, in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary shares at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to our initial stockholders or their affiliates or our anchor investor, without taking into account any founder shares or warrants held by our initial stockholders or such affiliates, as applicable, or our anchor investor, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement executed in connection with the closing of the Public Offering subsequent to September 30, 2021 on October 25, 2021. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the Public registration and shareholder rights agreement. Related Party Loans: In February 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Public Offering. At September 30, 2021 and February 10, 2021, the Company had $200,000 and -0-, respectively, borrowed and outstanding under the Note. Upon the closing of the Public Offering on October 25, 2021, the Note was repaid in full. Working Capital Loans: If the Sponsor, an affiliate of the Sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Sponsor has not made any working capital loans to the Company. Administrative Services Agreement: The Company has agreed to pay $10,000 a month to the Sponsor under an Administrative Services Agreement for the services to be provided by one or more investment professionals, creation and maintenance of our website, and miscellaneous additional services. Services commenced subsequent to September 30, 2021, on October 21, 2021, the date the Company’s securities were first listed on the NASDAQ Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. |
Warrant liabilities |
8 Months Ended |
---|---|
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant liabilities | Note 5—Warrant liabilities The Company will account for the 20,000,000
warrants issued subsequent to September 30, 2021 in connection with the Public Offering (including the underwriters’ over-allotment option to the extent exercised) in accordance with the guidance contained in FASB ASC 815 – 40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, the warrants must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company will classify the warrants as a liability at their fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Shareholder's Equity |
8 Months Ended |
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Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | N ote 6—Shareholder’s Equity Ordinary Shares: The authorized ordinary shares of the Company include 200,000,000 Class A ordinary shares, par value, $0.0001, and 20,000,000 Class B ordinary shares, par value, $0.0001, or 220,000,000 ordinary shares in total. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Company’s Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B ordinary shares. At September 30, 2021 and February 10, 2021 (as restated, with respect to February 10, 2021, for the surrender of 2,156,250 Class B ordinary shares by our Sponsor on June 30, 2021 and further restated at September 30, 2021 and February 10, 2021 for the share recapitalization on October 21, 2021) there were 5,031,250 shares of Class B ordinary shares issued and outstanding (656,250 of which are forfeitable as discussed in Note 4), and no Class A ordinary shares issued or outstanding. Preferred Shares: The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and February 10, 2021, there were no preferred shares issued or outstanding. |
Commitments and Contingencies |
8 Months Ended |
---|---|
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7—Commitments and Contingencies Registration Rights: The Company’s initial shareholders are, and the holders of the Private Placement Warrants will be, entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement signed on or before the date of the prospectus for the Public Offering. Underwriters’ Overallotment Option: The Company granted the underwriters a
45-day option to purchase up to 2,625,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. The Warrants that were issued in connection with the exercise of the over-allotment units are identical to the public Warrants and have no net cash settlement provisions, as discussed in Note 3. Subsequent to September 30, 2021, at the closing of the Public Offering on October 25, 2021, the underwriters’ exercised 2,500,000 Units of such over- allotment option. The Warrants that were issued in connection withthe 2,500,000 over-allotment units exercised are identical to the public Warrants and have no net cash settlement provisions. |
Significant Accounting Policies (Policies) |
8 Months Ended | ||||||||||||
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Sep. 30, 2021 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus dated October 20, 2021 as well as the Form 8-K including the Closing Balance Sheet as of October 25, 2021 filed on October 29, 2021. All dollar amounts are rounded to the nearest thousand dollars. |
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Emerging Growth Company | 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, 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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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. |
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Net Loss per Ordinary Share | Net Loss per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings PerAt September 30, 2021 and February 10, 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 under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. |
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Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of three months or less when acquired to be cash equivalents. The Company has no cash equivalents at September 30, 2021 or February 10, 2021. |
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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 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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Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
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Fair Value Measurements | Fair Value Measurements: The Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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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Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of September 30, 2021, 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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Deferred Offering Costs | Deferred Offering Costs: The Company complies with the requirements of the FASB ASC
340-10-S99-1 warrant liability based on relative fair values with costs associated |
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Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold subsequent to September 30, 2021, on October 25, 2021, as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares will be recorded as Class A ordinary shares subject to redemption on the Company’s balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional
paid-in capital. |
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Income Taxes | Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
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Derivative Financial Instruments | Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued at each reporting date, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non- current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. There were no derivative financial instruments as of September 30, 2021 or February 10, 2021. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
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Subsequent Events | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were available to be issued. All such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Warrant liabilities - Additional Information (Details) |
Oct. 01, 2021
shares
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Subsequent Event [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights warrants issued during the period | 20,000,000 |
Commitments and Contingencies - Additional Information (Details) - Over-Allotment Option [Member] - shares |
Oct. 25, 2021 |
Sep. 30, 2021 |
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Other Commitments [Line Items] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments | 2,625,000 | |
Units issued during period shares new issues | 2,500,000 |
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