|
Item
1.
|
Financial
Statements (Unaudited)
|
NEW
VISTA ACQUISITION CORP
CONDENSED
BALANCE SHEETS
|
|
March 31,
2021
|
|
|
December 31,
2020
|
|
|
|
(unaudited)
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
1,629,727
|
|
|
$
|
-
|
|
Prepaid expenses
|
|
|
525,534
|
|
|
|
-
|
|
Due from Sponsor
|
|
|
150,202
|
|
|
|
-
|
|
Deferred offering costs
|
|
|
-
|
|
|
|
55,966
|
|
Total current assets
|
|
|
2,305,463
|
|
|
|
55,966
|
|
Prepaid expenses non-current
|
|
|
449,118
|
|
|
|
-
|
|
Cash and marketable securities held in Trust Account
|
|
|
276,005,520
|
|
|
|
-
|
|
Total Assets
|
|
$
|
278,760,101
|
|
|
$
|
55,966
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accrued offering costs and expenses
|
|
$
|
372,967
|
|
|
$
|
40,030
|
|
Due to related parties
|
|
|
21,025
|
|
|
|
-
|
|
Total current liabilities
|
|
|
393,992
|
|
|
|
40,030
|
|
Warrant liability
|
|
|
20,236,847
|
|
|
|
-
|
|
Deferred underwriting discount
|
|
|
9,660,000
|
|
|
|
-
|
|
Total liabilities
|
|
|
30,290,839
|
|
|
|
40,030
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption, 24,346,926 shares and 0 shares at redemption value at March 31, 2021 and December 31, 2020, respectively
|
|
|
243,469,260
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,253,074 shares and 0 shares issued and outstanding (excluding 24,346,926 shares and 0 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively
|
|
|
325
|
|
|
|
-
|
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,900,000 shares issued and outstanding at March 31, 2021 and December 31, 2020
|
|
|
690
|
|
|
|
690
|
|
Additional paid-in capital
|
|
|
6,573,983
|
|
|
|
24,310
|
|
Accumulated deficit
|
|
|
(1,574,996
|
)
|
|
|
(9,064
|
)
|
Total shareholders’ equity
|
|
|
5,000,002
|
|
|
|
15,936
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$
|
278,760,101
|
|
|
$
|
55,966
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
NEW
VISTA ACQUISITION CORP
UNAUDITED
CONDENSED STATEMENT OF OPERATIONS
|
|
For the
Three Months Ended
March 31,
2021
|
|
Formation and operating costs
|
|
$
|
205,535
|
|
Loss from operations
|
|
|
(205,535
|
)
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
Warrant issuance costs
|
|
|
(683,306
|
)
|
Unrealized loss on change in fair value of warrants
|
|
|
(682,611
|
)
|
Trust interest income
|
|
|
5,520
|
|
Total other expense
|
|
|
(1,360,397
|
)
|
|
|
|
|
|
Net loss
|
|
$
|
(1,565,932
|
)
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, ordinary share subject to redemption
|
|
|
10,859,464
|
|
Basic and diluted net income per share
|
|
$
|
-
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, ordinary share
|
|
|
7,807,203
|
|
Basic and diluted net loss per share
|
|
$
|
(0.20
|
)
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
NEW
VISTA ACQUISITION CORP
UNAUDITED
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
|
|
Class A
Ordinary Shares
|
|
|
Class B
Ordinary Shares
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
Total
Shareholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
Balance as of December 31, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
6,900,000
|
|
|
$
|
690
|
|
|
$
|
24,310
|
|
|
$
|
(9,064
|
)
|
|
$
|
15,936
|
|
Sale of 27,600,000 Units, net of underwriting discount and offering expenses
|
|
|
27,600,000
|
|
|
|
2,760
|
|
|
|
-
|
|
|
|
-
|
|
|
|
248,984,531
|
|
|
|
-
|
|
|
|
248,987,291
|
|
Excess of cash received over fair value of private warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,031,967
|
|
|
|
-
|
|
|
|
1,031,967
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,565,932
|
)
|
|
|
(1,565,932
|
)
|
Change in Class A ordinary shares subject to possible redemption
|
|
|
(24,346,926
|
)
|
|
|
(2,435
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(243,466,825
|
)
|
|
|
-
|
|
|
|
(243,469,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2021
|
|
|
3,253,074
|
|
|
$
|
325
|
|
|
|
6,900,000
|
|
|
$
|
690
|
|
|
$
|
6,573,983
|
|
|
$
|
(1,574,996
|
)
|
|
$
|
5,000,002
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
NEW
VISTA ACQUISITION CORP
UNAUDITED
CONDENSED STATEMENT OF CASH FLOWS
|
|
For
the
Three Months Ended
March 31,
2021
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
Net loss
|
|
$
|
(1,565,932
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
Interest earned on marketable securities held in Trust Account
|
|
|
(5,520
|
)
|
Unrealized loss on change in fair value of warrants
|
|
|
682,611
|
|
Warrant issuance costs
|
|
|
683,306
|
|
Changes in current assets and current liabilities:
|
|
|
|
|
Prepaid expenses
|
|
|
(974,652
|
)
|
Due from Sponsor
|
|
|
(150,202
|
)
|
Accrued offering costs and expenses
|
|
|
388,903
|
|
Due to related parties
|
|
|
21,025
|
|
Net cash used in operating activities
|
|
|
(920,461
|
)
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
Investment held in Trust Account
|
|
|
(276,000,000
|
)
|
Net cash used in investing activities
|
|
|
(276,000,000
|
)
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
Proceeds from Initial Public Offering, net of underwriters’ fees
|
|
|
270,480,000
|
|
Proceeds from private placement
|
|
|
8,520,000
|
|
Payment of offering costs
|
|
|
(449,812
|
)
|
Net cash provided by financing activities
|
|
|
278,550,188
|
|
|
|
|
|
|
Net change in cash
|
|
|
1,629,727
|
|
Cash, beginning of the period
|
|
|
-
|
|
Cash, end of the period
|
|
$
|
1,629,727
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
Deferred underwriting commissions charged to additional paid-in capital
|
|
$
|
9,660,000
|
|
Initial value of Class A ordinary shares subject to possible redemption
|
|
$
|
244,337,930
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
(868,670
|
)
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
NEW
VISTA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
1 — Organization and Business Operations
Organization
and General
New Vista Acquisition Corp (the “Company”)
was incorporated as a Cayman Islands exempted company on December 21, 2020. The Company was incorporated for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). The Company has not yet selected any specific Business Combination target.
The
Company’s sponsor is New Vista Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
As of March 31, 2021, the Company had not commenced any operations.
All activity for the period from December 21, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the
initial public offering (“IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business
Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the
earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds
derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected
December 31 as its fiscal year end.
Financing
The registration statement for the Company’s IPO was declared
effective on February 16, 2021 (the “Effective Date”). On February 19, 2021, the Company consummated the IPO of 27,600,000
units, including the issuance of 3,600,000 units as a result of the underwriters’ full exercise of their over-allotment option (the
“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at
$10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 4. Each Unit consists of one Public Share and one-third
of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Public Share
for $11.50 per share, subject to adjustment.(see Note 4).
Simultaneously with the closing of the IPO, the Company consummated
a private placement (the “Private Placement”) of 5,680,000 warrants (the “Private Placement Warrants,” and together
with the Public Warrants, the “Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross
proceeds of $8,520,000, which is discussed in Note 5.
Transaction
costs amounted to $15,629,812, consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount,
and $449,812 of other offering costs.
Trust
Account
Following the closing of the IPO on February 19, 2021, $276,000,000
($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed
in a Trust Account, which is invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds
investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). Except with respect to interest earned on the funds held in the Trust Account that may be
released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released
from the Trust Account until the earliest of (1) the completion of an initial Business Combination; (2) the redemption of any Public Shares
properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of
association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial
Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination
within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s Public Shares
if the Company has not completed an initial Business Combination within the Combination Period, subject to applicable law.
Initial
Business Combination
The Company must complete its initial Business
Combination with one or more operating businesses or assets having an aggregate fair market value of at least 80% of the value of the
assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust
Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business
Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means
of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct
a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially
anticipated to be $10.00 per Public Share.
The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares subject to possible redemption, which feature certain redemption rights considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events, is presented at redemption value as temporary equity, outside of the
shareholders’ equity section of the Company’s balance sheet. The Company’s amended and restated memorandum and articles of
association provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets
to be less than $5,000,001 upon consummation of the initial business combination and after payment of the deferred underwriting commissions.
In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon
such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares
voted are voted in favor of the Business Combination.
The Company has 24 months from the closing of
the IPO to complete the initial Business Combination. However, if the Company is unable to complete the initial Business Combination within
the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses
and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and
board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law.
The initial shareholders, directors and officers have entered into
a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder
shares (as described in Note 6) and Public Shares held by them, as applicable, in connection with the completion of the initial Business
Combination; (2) their redemption rights with respect to any founder shares and Public Shares held by them in connection with a shareholder
vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of our Public Shares if the Company
does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to
shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the Trust
Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination
Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold
if the Company fails to complete the initial Business Combination within the Combination Period. If the Company submits the initial Business
Combination to the public shareholders for a vote, the initial shareholders, directors and officers have agreed to vote any founder shares
and Public Shares held by them in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting
firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser
amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value
of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters
of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”).
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient
funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore,
the Sponsor may not be able to satisfy those obligations.
On April 9, 2021, the Company announced that,
commencing on April 12, 2021, the holders of Units may elect to separately trade the Class A ordinary shares and warrants included in
the Units. The Units not separated continue to trade on the NASDAQ Capital Market under the symbol “NVSAU.” The separated
Class A ordinary shares and Warrants trade on the NASDAQ Capital Market under the symbols “NVSA” and “NVSAW,”
respectively.
Liquidity
and Capital Resources
As of March 31, 2021, the
Company had approximately $1.6 million in its operating bank account and working capital of approximately $1.9 million.
Prior to the completion of the IPO, the Company’s liquidity needs
had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares
(see Note 6), the loan under an unsecured promissory note from the Sponsor of $77,012 (see Note 6). The promissory note from the Sponsor
was paid in full on February 22, 2021. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity
needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.
Based on the foregoing, management believes that the
Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business
Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses,
paying for travel expenditures and consultants, selecting the target business to merge with or acquire, and structuring, negotiating and
consummating the Business Combination.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic on the Company’s financial statements and has concluded that while it is reasonably possible that the virus
could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the
specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Note 2 — Revision
of Previously Issued Financial Statements
On April 12, 2021, the staff of the Securities and
Exchange Commission issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued
by Special Purpose Acquisition Companies (“SPACs”). In the statement, the Securities and Exchange Commission (the “SEC”) staff focused on certain settlement
terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in
the warrant agreement, dated as of February 16, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC staff statement and in light of evolving views as
to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting
treatment of (i) the 9,200,000 Public Warrants and (ii) the 5,680,000 Private Placement Warrants (Collectively, the “Warrants”)
(See Note 4 and Note 5).
In further consideration of the guidance in Accounting
Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded
that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for
as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded
as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting
date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period
of change. The Company previously accounted for all Warrants as components of equity.
After discussion and evaluation, the Company concluded
that it is appropriate to revise its previously issued audited balance sheet as of February 19, 2021 reported in its Form 8-K. The revised
classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.
The revision did not impact the Company’s cash or net change in cash for the quarter.
The following tables summarize the effect of the
revision on each balance sheet line item as follows:
|
|
As Previously Reported
|
|
|
Adjustment
|
|
|
As Revised
|
|
Balance Sheet at February 19, 2021
|
|
|
|
|
|
|
|
|
|
Warrant liability
|
|
$
|
-
|
|
|
$
|
19,554,236
|
|
|
$
|
19,554,236
|
|
Total liabilities
|
|
|
10,643,236
|
|
|
|
19,554,236
|
|
|
|
30,197,472
|
|
Class A ordinary shares subject to possible redemption
|
|
|
263,892,160
|
|
|
|
(19,554,230
|
)
|
|
|
244,337,930
|
|
Class A ordinary shares
|
|
|
121
|
|
|
|
196
|
|
|
|
317
|
|
Additional paid-in capital
|
|
|
5,022,217
|
|
|
|
683,105
|
|
|
|
5,705,322
|
|
Accumulated deficit
|
|
$
|
(23,021
|
)
|
|
$
|
(683,306
|
)
|
|
$
|
(706,327
|
)
|
Note
3 — Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations
of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management,
the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary
for the fair statement of the balances and results for the periods presented. Operating results for the period for the three months
ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and
notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 25, 2021 and February
19, 2021, respectively.
Emerging
Growth Company Status
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.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and
it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the
new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use
of Estimates
The
preparation of these unaudited condensed financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the balance sheet. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Cash
and Securities held in Trust Account
Investments
held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities
as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury
securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
A
decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an
impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new
cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers
whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating
the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes
the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted
performance of the investee, and the general market condition in the geographic area or industry the investee operates in.
Premiums
and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using
the effective-interest method. Such amortization and accretion is included in the “Trust interest income” line item
in the statements of operations. Trust interest income is recognized when earned.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
|
●
|
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.
|
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.
The
fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values
of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to
approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments.
The
Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable
and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates
and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as Level 3.
See Note 7 for additional information on assets and liabilities measured at fair value.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021 and December 31, 2020, the
Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on
such account.
Ordinary
Shares Subject to Possible Redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Ordinary shares
subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.
At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain
redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheet.
Net
Loss Per Ordinary Share
Net
loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for each of the
periods.
The Company’s statement of operations includes a presentation
of loss per share for ordinary share subject to possible redemption in a manner similar to the two-class method of loss per ordinary share.
Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned
on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary
share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable
to redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable
ordinary shares include the founder shares as these ordinary shares do not have any redemption features and do not participate in the
income earned on the Trust Account.
|
|
For the
Three Months Ended
March 31,
2021
|
|
Ordinary shares subject to possible redemption
|
|
|
|
Numerator: net income allocable to ordinary share subject to possible redemption amortized interest income on marketable securities held in trust
|
|
$
|
4,869
|
|
Less: interest available to be withdrawn for payment of taxes
|
|
|
(4,869
|
)
|
Net income allocable to ordinary share subject to possible redemption
|
|
$
|
-
|
|
Denominator: weighted average redeemable ordinary share, basic and diluted weighted average shares outstanding, ordinary share
|
|
|
10,859,464
|
|
Basic and diluted net income per share, redeemable ordinary shares
|
|
$
|
-
|
|
|
|
|
|
|
Non-Redeemable Ordinary shares
|
|
|
|
|
Numerator: net income minus redeemable net earnings
|
|
|
|
|
Net loss
|
|
$
|
(1,565,932
|
)
|
Redeemable net earnings
|
|
|
4,869
|
|
Non-redeemable net loss
|
|
$
|
(1,570,801
|
)
|
Denominator: weighted average non-redeemable ordinary share basic and diluted weighted average shares outstanding, ordinary share
|
|
|
7,807,203
|
|
Basic and diluted net loss per share, ordinary share
|
|
$
|
(0.20
|
)
|
Offering
Costs associated with the Initial Public Offering
The Company complies with the requirements of the ASC 340-10-S99-1
and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally
of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, as of March 31,
2021, offering costs of $15,629,812 (consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriters’
commission, and $449,812 other cash offering costs) have been incurred. Offering costs were allocated to the separable financial instruments
issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liability
were expensed, and offering costs associated with the Class A ordinary shares were charged to the shareholders’ equity. Accordingly,
$683,306 of offering costs associated with warrant liability were expensed in the statement of operations for the three months ended March
31, 2021.
Derivative
Financial Instruments
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are recorded at fair value
on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative
assets and liabilities are classified on 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. The Company has determined the Warrants are a derivative
instrument.
FASB ASC 470-20, Debt with Conversion and Other
Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies
this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and Warrants, using the residual method by allocating
IPO proceeds first to fair value of the Warrants and then the Class A ordinary shares.
Income
Taxes
The
Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the
recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed
financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss
and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than
not that all or a portion of deferred tax assets will not be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and
prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest
and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded
that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since
the Company was incorporated on December 21, 2020, the 2020 tax period will be the only period subject to examination.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The
Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company’s unaudited condensed financial statement.
Note
4 — Initial Public Offering
Pursuant
to the IPO, the Company sold 27,600,000 Units, including 3,600,000 Units as a result of the underwriters’ fully exercise of the
over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable
Warrant. Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
The Warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from
the closing of the IPO and will expire five years after the completion of the initial Business Combination or earlier upon redemption
or liquidation.
Following
the closing of the IPO on February 19, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in
the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which will be invested only in U.S. government
treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain
conditions under Rule 2a-7 under the Investment Company Act.
Public
Warrants
Each whole Warrant entitles the holder to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company
issues additional 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 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 the Sponsor or its affiliates,
without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described above under “Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under
“Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price.
The
Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial
Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m.,
New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable,
but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable
efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares
issuable upon exercise of the Warrants, and the Company will use commercially reasonable efforts to cause the same to become effective
within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement.
Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Warrant, not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company
may, at the Company’s option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will use commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering
the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of
the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the ” fair market value” (defined
below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The ” fair market value” as used
in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days immediately
following the date on which the notice of exercise is received by the warrant agent.
Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Once the Warrants become exercisable, the Company
may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants):
|
●
|
in whole
and not in part;
|
|
●
|
at a price of $0.01 per Warrant;
|
|
●
|
upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and
|
|
●
|
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.
|
Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Once
the Warrants become exercisable, the Company may redeem the outstanding Warrants:
|
●
|
in whole
and not in part;
|
|
●
|
at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of Class A ordinary shares;
|
|
●
|
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and
|
|
●
|
if the closing price of the Class A ordinary shares for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share, then the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Note
5 — Private Placement
Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of 5,680,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate
purchase price of $8,520,000, in a private placement. The proceeds from the Private Placement Warrants were added to the proceeds from
the IPO held in the Trust Account. The excess amount of the purchase price over the fair value of the Private Placement Warrants of $7,488,033
was charged to the shareholders’ equity, and thus $1,031,967 was recorded into additional paid-in capital.
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 not be redeemable
by the Company (except as described below in Note 4 Redemption of Warrants when the price per Class A ordinary share equals or exceeds
$10.00”) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the
option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. 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 IPO. If the Private Placement
Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by
the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units sold in
the IPO. If the Company does not complete the initial Business Combination within the Combination Period, the proceeds of the sale of
the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares, and the Private Placement
Warrants will expire worthless.
Note
6 — Related Party Transactions
Founder
Shares
In December 2020, the Sponsor paid $25,000, or
approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001.
Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment
option is exercised. On February 16, 2021, the Company effected a 1:1.2 stock split of the Class B ordinary shares, resulting an aggregate
of 6,900,000 founder shares outstanding. Up to 900,000 founder shares were subject to forfeiture by the Sponsor depending on the extent
to which the underwriters’ over-allotment option is exercised. In connection with the underwriters’ full exercise of their
over-allotment option on February 19, 2021, the 900,000 shares were no longer subject to forfeiture.
The
initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed
to waive: (1) their redemption rights with respect to any founder shares (as described in Note 6) and Public Shares held by them, as
applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any founder
shares and Public Shares held by them in connection with a shareholder vote to amend the amended and restated memorandum and articles
of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial
Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination
within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any founder shares they
hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled
to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the
initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders
for a vote, the initial shareholders, directors and officers have agreed to vote any founder shares and Public Shares held by them in
favor of the initial Business Combination.
With
certain limited exceptions, the founder shares will not be transferable, assignable or salable by the initial shareholders until
the earlier of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business
Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which
the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of
the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Due
from Sponsor
The Company inadvertently paid expenses of $150,202
on behalf of the Sponsor on March 31, 2021. The Sponsor reimbursed $150,202 to the Company on April 1, 2021.
Due
to Related Parties
The
balance of $21,025 consists of $20,000 accrued for the administrative support services provided by the Sponsor and $1,025 of operating
expenses paid by a related party on behalf of the Company.
Promissory
Note — Related Party
On
December 28, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO.
These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the IPO. The loan
was to be repaid upon the closing of the IPO. As of February 19, 2021, the Company had borrowed $77,012 under the promissory note.
The promissory note from the Sponsor was paid in full on February 22, 2021.
Related
Party Loans
In
addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate
of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds
as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company
would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use
a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust
Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into
warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement
Warrants. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.
Administrative
Service Fee
Commencing
on the date the securities of the Company were first listed on The Nasdaq Stock Market LLC, the Company paid an affiliate of the Sponsor
$10,000 per month for office space, utilities, administrative and support services. Upon completion of the initial Business Combination
or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2021, the
Company recorded $20,000 of administrative service fees.
Note
7 — Recurring Fair Value Measurements
Marketable Securities Held in Trust Account
As
of March 31, 2021, investment in the Company’s Trust Account consisted of $481 in U.S. Money Market and $276,005,039 in U.S. Treasury
Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments
— Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization
or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less
than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying
value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2021 are as follows:
|
|
Carrying
Value/Amortized
Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair Value
as of
March 31,
2021
|
|
U.S. Money Market
|
|
$
|
481
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
481
|
|
U.S. Treasury Securities
|
|
|
276,005,039
|
|
|
|
3,106
|
|
|
|
-
|
|
|
|
276,008,145
|
|
|
|
$
|
276,005,520
|
|
|
$
|
3,106
|
|
|
$
|
-
|
|
|
$
|
276,008,626
|
|
Warrant
Liability
At March 31, 2021, the
Company’s warrant liability was valued at $20,236,847. Under the guidance in ASC 815-40 the Warrants do not meet the criteria
for equity treatment. As such, the Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement
at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value
recognized in the Company’s statement of operations.
The estimated fair value
of the warrants on March 31, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions
related to expected share-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest
rate. The Company estimates the volatility of its ordinary shares based on management’s understanding of the volatility associated
with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the
expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the
timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates
to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However,
inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.
The key inputs into the Monte
Carlo simulation model for the warrants were as follows:
Input
|
|
March 31, 2021
|
|
|
February 19, 2021
|
|
Expected term (years)
|
|
|
5.7
|
|
|
|
5.8
|
|
Expected volatility
|
|
|
24.4
|
%
|
|
|
24.1
|
%
|
Risk-free interest rate
|
|
|
1.1
|
%
|
|
|
0.7
|
%
|
Ordinary share price
|
|
$
|
9.54
|
|
|
|
9.56
|
|
The following table sets
forth a summary of the changes in the fair value of warrants for the three months ended March 31, 2021:
|
|
Warrant
Liability
|
|
Fair value as of December 31, 2020
|
|
$
|
-
|
|
Initial fair value of warrant liability upon issuance at IPO
|
|
|
19,554,236
|
|
Revaluation of warrant liability included in other expense
|
|
|
682,611
|
|
Fair value as of March 31, 2021
|
|
$
|
20,236,847
|
|
Recurring
Fair Value Measurements
The
following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring
basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine
such fair value.
|
|
March 31,
|
|
|
Quoted
Prices In
Active
Markets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Other
Unobservable
Inputs
|
|
|
|
2021
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Money Market held in Trust Account
|
|
|
481
|
|
|
|
481
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account
|
|
$
|
276,008,145
|
|
|
$
|
276,008,145
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
276,008,626
|
|
|
$
|
276,008,626
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants
|
|
$
|
12,505,121
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
12,505,121
|
|
Private Warrants
|
|
|
7,731,726
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,731,726
|
|
Warrant Liability
|
|
$
|
20,236,847
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
20,236,847
|
|
Note
8 — Commitments and Contingencies
Registration
Rights
The
holders of the founder shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital
Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion
of the Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a
registration rights agreement signed on February 16, 2021 requiring the Company to register such securities for resale (in the
case of the founder shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled
to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of the initial Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from February 16, 2021 to purchase up to an additional 3,600,000 units to cover
over-allotments. On February 19, 2021, the underwriters fully exercised the over-allotment option.
On
February 19, 2021, the Company paid a fixed underwriting discount of $5,520,000. Additionally, the underwriters will be entitled
to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $9,660,000, upon the
completion of the Company’s initial Business Combination.
Note
9 — Shareholders’ Equity
Preference
shares— The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of March 31, 2021 and December 31, 2020 there were no preference shares issued or outstanding.
Class A Ordinary
Shares— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As
of March 31, 2021 and December 31, 2020, there were 3,253,074 and 0 Class A ordinary shares issued and outstanding, excluding 24,346,926
and 0 Class A ordinary shares subject to possible redemption, respectively.
Class B Ordinary Shares— The
Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote
for each share of Class B ordinary shares. In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain
offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 founder shares are subject to
forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 16,
2021, the Company effected a 1:1.2 stock split of the Class B ordinary shares, resulting an aggregate of 6,900,000 founder shares outstanding
as of February 19, 2021. Up to 900,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’
over-allotment option is exercised. In connection with the underwriters’ full exercise of their over-allotment option on February
19, 2021, the 900,000 shares are no longer subject to forfeiture. At March 31, 2021 and December 31, 2020 there were 6,900,000 Class B
ordinary shares issued and outstanding.
Holders
of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class, which each share entitling
the holder to one vote.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination,
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends,
rights issuances, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the
case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts
issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares
will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class
B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the
number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an
as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class
A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Class A ordinary
shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private
placement of equity or debt.
Note
10 — Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed
financial statements were issued. Other than as described above, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the unaudited condensed financial statements.
On April 1, 2021, the Company
received the $150,202 due from the Sponsor.