We are a blank check company incorporated on August 10, 2020 for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or
entities. We have not selected any business combination target and we have not,
nor has anyone on our behalf, initiated any substantive discussions, directly or
indirectly, with any business combination target. We intend to effectuate our
initial business combination using cash from the proceeds of our offering and
the sale of the private placement warrants, our shares, debt or a combination of
cash, equity and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception to June 30, 2021 were organizational
activities, those necessary to prepare for the initial public offering,
described below, and, after the initial public offering, identifying a target
company for a business combination. We do not expect to generate any operating
revenues until after the completion of our business combination. We generate
non-operating income in the form of interest income on marketable securities
held in the trust account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses in connection with completing a business
As a result of the restatement described in Note 7 of the notes to the financial
statements included herein, we classify the warrants issued in connection with
our Initial Public Offering as liabilities at their fair value and adjust the
warrant instrument to fair value at each reporting period. This liability is
subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in our statement of operations.
For the six months ended June 30, 2021, we had a net income of $615,863, which
consisted of general and administrative expenses of $1,376,025 offset by the
change in the fair value of the warrant liability of $1,925,400 and interest
earned on investment held in the trust account of $66,488.
For the three months ended June 30, 2021, we had a net loss of $65,354, which
consisted of general and administrative expenses of $529,605 offset by the
change in the fair value of the warrant liability of $450,000 and interest
earned on investment held in the trust account of $14,251.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, as described below, our
only source of liquidity was an initial purchase of ordinary shares by the
Sponsor and loans from our Sponsor.
On January 6, 2021, the registration statement for the Company's Initial Public
Offering was declared effective. On January 11, 2021 the Company consummated the
initial public offering of 34,500,000 units and, with respect to the class A
common stock included in the Units sold, the Public Shares, which included the
exercise in full by the underwriters of their overallotment option in the amount
of 4,500,000 Units, at $10 per unit, generating gross proceeds of $345,000,000.
Simultaneously with the closing of the Initial Public Offering, the Company
sold, in a private placement, 900,000 Private Placement Units to the Sponsor at
a price of $10.00 per Private Placement Unit, generating total proceeds of
Transaction costs amounted to $19,616,726, consisting of $6,900,000 in cash
underwriting fees, $12,075,000 of deferred underwriting fees, and $641,726 of
other offering costs. Transactions costs amounting to $635,321 were allocated to
the warrant liability and are recorded in general and administrative expenses in
the Statement of Operations for the six months ended June 30, 2021. In addition,
cash of $2,075,000 was held outside of the Trust Account (as defined below) and
is available for the payment of offering costs and for working capital purposes.
At June 30, 2021, cash of $609,951 was available to fund future operating costs.
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Following the closing of the Initial Public Offering on January 11, 2021, an
amount of $345,000,000 from the net proceeds of the sale of the Units in the
Initial Public Offering and the sale of the Private Placement Units was placed
in a Trust Account located in the United States at Morgan Stanley with
Continental Stock Transfer & Trust Company acting as trustee, and invested only
in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund
selected by the Company meeting certain conditions of Rule 2a-7 of the
Investment Company Act, as determined by the Company, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the
funds held in the Trust Account.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
the costs of identifying a target business, undertaking in-depth due diligence
and negotiating a Business Combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior
to our initial Business Combination. Moreover, we may need to obtain additional
financing either to complete our Business Combination or because we become
obligated to redeem a significant number of our public shares upon completion of
our Business Combination, in which case we may issue additional securities or
incur debt in connection with such Business Combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of June 30, 2021. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or purchased any non-financial assets.
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay the Sponsor
a monthly fee of $10,000 for office space, administrative and support services,
provided to the Company upon completion of our initial public offering.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
We account for the warrants issued in connection with our initial public
offering in accordance with the guidance contained in ASC 815-40 under which the
warrants do not meet the criteria for equity treatment and must be recorded as
liabilities. Accordingly, we classify the warrants as liabilities at their fair
value and adjust the warrants to fair value at each reporting period. This
liability is subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our statement of
operations. The initial fair value of the public warrants was estimated using
the closing public market price and the Modified Black Scholes Model for the
private placement warrants.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Class A Ordinary shares subject to
mandatory redemption is classified as a liability instrument and is measured at
fair value. Conditionally redeemable ordinary shares (including ordinary shares
that features redemption rights that is either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely
within our control) is classified as temporary equity. At all other times,
ordinary shares are classified as shareholders' equity. Our Class A ordinary
shares feature certain redemption rights that are considered to be outside of
our control and subject to occurrence of uncertain future events. Accordingly,
Class A ordinary shares subject to possible redemption is presented as temporary
equity, outside of the shareholders' equity section of our balance sheet.
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Net Income (Loss) per Ordinary Share
We apply the two-class method in calculating earnings per share. Net income per
ordinary share, basic and diluted for Class A redeemable ordinary shares is
calculated by dividing the interest income earned on the trust account by the
weighted average number of Class A redeemable ordinary shares outstanding since
original issuance. Net income per ordinary share, basic and diluted for Class A
shares issued in the private placement units and the Class B non-redeemable
ordinary shares is calculated by dividing the net income, less income
attributable to Class A redeemable ordinary shares, by the weighted average
number of Class A and Class B non-redeemable ordinary shares outstanding for the
Recent Accounting Standards
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.
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