Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Entity Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
Entity Registrant Name | CITIC Capital Acquisition Corp. |
Entity Central Index Key | 0001794621 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | true |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | |||
Cash | $ 61,344 | $ 981,606 | $ 300,000 |
Prepaid expenses | 143,511 | 16,589 | |
Total current assets | 204,855 | 998,195 | 300,000 |
Deferred offering costs | 87,885 | ||
Investments held in Trust Account | 277,866,660 | 277,845,876 | |
Total assets | 278,071,515 | 278,844,071 | 387,885 |
Liabilities: | |||
Accounts payable and accrued expenses | 2,790,438 | 28,509 | |
Due to related parties | 840,938 | 55,931 | 85,851 |
Advance from Sponsor | 300,000 | ||
Total current liabilities | 3,631,376 | 84,440 | 385,851 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |
Warrant Liability | 16,850,320 | 36,620,000 | |
Total liabilities | 30,141,696 | 46,364,440 | 385,851 |
Commitments and Contingencies | |||
Shareholders' deficit: | |||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |||
Ordinary shares | |||
Additional paid-in capital | 0 | 24,310 | |
Accumulated deficit | (28,070,871) | (43,521,059) | (22,966) |
Total shareholders' (deficit) equity | (28,070,181) | (43,520,369) | 2,034 |
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' deficit | 278,071,515 | 278,844,071 | 387,885 |
Class A Common Stock | |||
Liabilities: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares (at redemption value of $10.00 per share) at September 30, 2021 and December 31, 2020 | 276,000,000 | 276,000,000 | |
Shareholders' deficit: | |||
Ordinary shares | 0 | ||
Class B common stock | |||
Shareholders' deficit: | |||
Ordinary shares | 690 | 690 | 690 |
Total shareholders' (deficit) equity | $ 690 | $ 690 | $ 690 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Ordinary shares subject to possible redemption | 22,747,963 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred shares, shares Issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Class A Common Stock | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 | 0 |
Ordinary shares, redemption price per share | $ 10 | $ 10 | $ 10 |
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 | |
Common shares, shares issued | 0 | 4,852,037 | 0 |
Common shares, shares outstanding | 0 | 4,852,037 | 0 |
Class B common stock | |||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 576,841 | $ 168,293 | $ 22,966 | $ 4,340,276 | $ 382,038 | $ 562,220 |
Loss from operations | (576,841) | (168,293) | (22,966) | (4,340,276) | (382,038) | (562,220) |
Other Income (expense): | ||||||
Interest income and realized gain from sale from investments held in Trust Account | 7,004 | 7,004 | 0 | 20,784 | 1,838,872 | 1,845,877 |
Warrant issuance costs | 0 | (1,044,453) | (1,044,453) | |||
Excess of the fair value of the private placement warrants over the cash received | (2,932,800) | (2,932,800) | ||||
Unrealized gain (loss) on fair value changes of warrants | 6,124,880 | (11,086,400) | 19,769,680 | 1,705,600 | (7,813,200) | |
Net income (loss) | 5,555,043 | (11,247,689) | (22,966) | 15,450,188 | (814,819) | (10,506,796) |
Class A Common Stock | ||||||
Other Income (expense): | ||||||
Net income (loss) | $ 4,444,034 | $ (8,998,151) | $ 12,360,150 | $ (628,360) | $ (8,186,784) | |
Weighted average shares outstanding of ordinary shares, basic and diluted | 27,600,000 | 27,600,000 | 0 | 27,600,000 | 23,252,747 | 24,348,493 |
Basic and diluted net income (loss) per ordinary share | $ 0.16 | $ (0.33) | $ 0 | $ 0.45 | $ (0.03) | $ (0.34) |
Class B common stock | ||||||
Other Income (expense): | ||||||
Net income (loss) | $ 1,111,009 | $ (2,249,538) | $ (22,966) | $ 3,090,038 | $ (186,459) | $ (2,320,012) |
Weighted average shares outstanding of ordinary shares, basic and diluted | 6,900,000 | 6,900,000 | 6,000,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.16 | $ (0.33) | $ 0 | $ 0.45 | $ (0.03) | $ (0.34) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Total | Class A Common Stock | Class B common stock | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Sep. 08, 2019 | |||||
Beginning balance, shares at Sep. 08, 2019 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor at approximately $0.004 per share | $ 25,000 | $ 690 | 24,310 | ||
Issuance of Class B ordinary shares to Sponsor at approximately $0.004 per share, shares | 6,900,000 | ||||
Net income (loss) | (22,966) | $ (22,966) | (22,966) | ||
Ending balance at Dec. 31, 2019 | 2,034 | $ 690 | (24,310) | (22,966) | |
Ending balance, shares at Dec. 31, 2019 | 6,900,000 | ||||
Accretion for Class A ordinary shares to redemption amount | (33,015,607) | (24,310) | (32,991,297) | ||
Net income (loss) | 8,986,375 | 8,986,375 | |||
Ending balance at Mar. 31, 2020 | (24,027,198) | $ 690 | (24,027,888) | ||
Ending balance, shares at Mar. 31, 2020 | 6,900,000 | ||||
Beginning balance at Dec. 31, 2019 | 2,034 | $ 690 | (24,310) | (22,966) | |
Beginning balance, shares at Dec. 31, 2019 | 6,900,000 | ||||
Net income (loss) | (814,819) | (628,360) | $ (186,459) | ||
Ending balance at Sep. 30, 2020 | (33,828,392) | $ 690 | (33,829,082) | ||
Ending balance, shares at Sep. 30, 2020 | 6,900,000 | ||||
Beginning balance at Dec. 31, 2019 | 2,034 | $ 690 | (24,310) | (22,966) | |
Beginning balance, shares at Dec. 31, 2019 | 6,900,000 | ||||
Accretion of Class A ordinary shares to redemption | (33,015,607) | $ (24,310) | (32,991,297) | ||
Net income (loss) | (10,506,796) | (8,186,784) | $ (2,320,012) | (10,506,796) | |
Ending balance at Dec. 31, 2020 | (43,520,369) | $ 690 | (43,521,059) | ||
Ending balance, shares at Dec. 31, 2020 | 6,900,000 | ||||
Beginning balance at Mar. 31, 2020 | (24,027,198) | $ 690 | (24,027,888) | ||
Beginning balance, shares at Mar. 31, 2020 | 6,900,000 | ||||
Net income (loss) | 1,446,495 | 1,446,495 | |||
Ending balance at Jun. 30, 2020 | (22,580,703) | $ 690 | (22,581,393) | ||
Ending balance, shares at Jun. 30, 2020 | 6,900,000 | ||||
Net income (loss) | (11,247,689) | (8,998,151) | $ (2,249,538) | (11,247,689) | |
Ending balance at Sep. 30, 2020 | (33,828,392) | $ 690 | (33,829,082) | ||
Ending balance, shares at Sep. 30, 2020 | 6,900,000 | ||||
Beginning balance at Dec. 31, 2020 | (43,520,369) | $ 690 | (43,521,059) | ||
Beginning balance, shares at Dec. 31, 2020 | 6,900,000 | ||||
Net income (loss) | 11,771,204 | 11,771,204 | |||
Ending balance at Mar. 31, 2021 | (31,749,165) | $ 690 | (31,749,855) | ||
Ending balance, shares at Mar. 31, 2021 | 6,900,000 | ||||
Beginning balance at Dec. 31, 2020 | (43,520,369) | $ 690 | (43,521,059) | ||
Beginning balance, shares at Dec. 31, 2020 | 6,900,000 | ||||
Net income (loss) | 15,450,188 | 12,360,150 | $ 3,090,038 | ||
Ending balance at Sep. 30, 2021 | (28,070,181) | $ 690 | (28,070,871) | ||
Ending balance, shares at Sep. 30, 2021 | 6,900,000 | ||||
Beginning balance at Mar. 31, 2021 | (31,749,165) | $ 690 | (31,749,855) | ||
Beginning balance, shares at Mar. 31, 2021 | 6,900,000 | ||||
Net income (loss) | (1,876,059) | (1,876,059) | |||
Ending balance at Jun. 30, 2021 | (33,625,224) | $ 690 | (33,625,914) | ||
Ending balance, shares at Jun. 30, 2021 | 6,900,000 | ||||
Net income (loss) | 5,555,043 | $ 4,444,034 | $ 1,111,009 | 5,555,043 | |
Ending balance at Sep. 30, 2021 | $ (28,070,181) | $ 690 | $ (28,070,871) | ||
Ending balance, shares at Sep. 30, 2021 | 6,900,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2020$ / shares |
Sponsor [Member] | |
Shares Issued, Price Per Share | $ 0.004 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | ||||
Net income (loss) | $ (22,966) | $ 15,450,188 | $ (814,819) | $ (10,506,796) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Interest earned on investment held in Trust Account | (20,784) | |||
Excess of the fair value of private placement warrants over the cash received | 2,932,800 | 2,932,800 | ||
Realized gain and interest earned on investment held in Trust Account | (1,838,872) | (1,845,876) | ||
Warrant issuance costs | 1,044,453 | 1,044,453 | ||
Unrealized gain/loss on fair value changes of warrants | (19,769,680) | (1,705,600) | 7,813,200 | |
Changes in current assets and current liabilities: | ||||
Prepaid expenses and other expenses | (126,922) | (51,462) | (16,589) | |
Accounts payable and accrued expense | 2,761,929 | 75,897 | 28,509 | |
Due to related parties | 22,966 | 785,007 | (19,920) | 10,080 |
Net cash used in operating activities | 0 | (920,262) | (377,523) | (540,219) |
Cash Flows from Investing Activities: | ||||
Purchase of investment held in Trust Account | (276,000,000) | |||
Cash deposited into Trust Account | (276,000,000) | |||
Net cash used in investing activities | (276,000,000) | (276,000,000) | ||
Cash flows from Financing Activities: | ||||
Proceeds from Initial Public Offering, net of underwriters' fees | 276,000,000 | 276,000,000 | 276,000,000 | |
Proceeds from private placement | 7,520,000 | 7,520,000 | ||
Repayment of Sponsor loan | (300,000) | (300,000) | (300,000) | |
Proceeds from promissory note to related party | 0 | |||
Repayment of promissory note to related party | 0 | |||
Payments of offering costs | (5,998,175) | (5,998,175) | ||
Net cash provided by financing activities | 300,000 | 277,221,825 | 277,221,825 | |
Net Change in Cash | 300,000 | (920,262) | 844,302 | 681,606 |
Cash – Beginning | 981,606 | 300,000 | 300,000 | |
Cash – Ending | 300,000 | $ 61,344 | 1,144,302 | 981,606 |
Supplemental Disclosure of Non-cash Financing Activities: | ||||
Deferred underwriting commissions charged to additional paid in capital | $ 9,660,000 | $ 9,660,000 | ||
Deferred offering costs paid by sponsor in exchange for founder shares | 25,000 | |||
Increase in due to related party for deferred offering costs | $ 62,885 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General CITIC Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 9, 2019. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the energy efficiency, clean technology and sustainability sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering described below, and, since the completion of the Initial Public Offering (“IPO”) as defined below, searching for a target to consummate a Business Combination and merger related expenses. 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 The Company’s sponsor is CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2020. On February 13, 2020, the Company consummated its Initial Public Offering (the “Initial Public Offering”) of 27,600,000 units (each, a “Unit” and collectively, the “Units”), including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $276 million, and incurring offering costs of approximately $15.70 million, inclusive of $9.66 million in deferred underwriting commissions (Note 4). The Company intends to finance its initial Business Combination with the proceeds from the Initial Public Offering and a $7.52 million private placement of warrants (the “Private Placement Warrants”) (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $276 million was held in a trust account (discussed below). As of September 30, 2021, the Company had approximately $61,344 in cash held outside of the trust account (discussed below). Trust Account Upon the closing of the Initial Public Offering, $276 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, including the proceeds of the Private Placement Warrants, was held in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., 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, of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in 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 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. The Company will provide its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro-rata per-share Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to 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 its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), which is February 13, 2022, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share The Company will have 24 months from the closing of the Initial Public Offering to complete its initial Business Combination. If the Company is unable to complete a 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 On June 21, 2021, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”), by and among the Company, CITIC Capital Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Quanergy Systems, Inc., a Delaware corporation (“Quanergy”). At the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into Quanergy, the separate corporate existence of Merger Sub will cease and Quanergy will be the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”); as a result of the Merger, among other things, in the aggregate, a number of the Company’s ordinary shares (or a number of the Company’s ordinary share after its Domestication (as defined below), the “Quanergy PubCo ordinary share”) equal to the quotient obtained by dividing (x) $970,000,000 by (y) $10.00 will be issued or issuable to holders of outstanding Quanergy capital stock, including any shares of Quanergy capital stock issued or issuable pursuant to exercise or conversion of any warrants or convertible notes, and Quanergy equity awards, calculated using the treasury stock method of accounting; and upon the effective time of the Merger (the “Effective Time”), the Company will immediately be renamed “Quanergy Systems, Inc.” The Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the initial Business Combination and the other transactions contemplated thereby. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of the Company and Quanergy, (ii) effectiveness of the proxy / registration statement on Form S-4 Other conditions to Quanergy’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”), and (ii) the amount of cash available in (x) the Trust Account, following the extraordinary general meeting, into which substantially all of the proceeds of the Company’s initial public offering and private placements of its warrants have been deposited for the benefit of the Company, certain of its public shareholders and the underwriters of the Company’s initial public offering, after deducting the amount required to satisfy the Company’s obligations to its shareholders (if any) that exercise their rights to redeem their Class A Ordinary Shares pursuant to the Companies Act (as revised) of the Cayman Islands the Company’s Amended and Restated Memorandum and Articles of Association ( the “Cayman Constitutional Documents”) (the “Trust Amount”) plus (y) the PIPE Investment (as defined below), is at least equal to $175,000,000. The Company has entered into subscription agreements (the “Subscription Agreements”) with certain institutional and accredited investors, including, among others, certain existing equityholders of Quanergy (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 4,000,000 shares of Quanergy PubCo ordinary shares at $10.00 per share for an aggregate commitment amount of $40 million. Liquidity As of September 30, 2021, the Company had cash outside the Trust Account of $61,344 available for working capital needs. All cash and securities held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and are restricted for use either in a Business Combination or to redeem ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the Initial Public Offering (as described in Note 4) and the remaining net proceeds from the Initial Public Offering and Private Placement (as described in Note 4 and 5). The Company anticipates that the $61,344 outside of the Trust Account as of September 30, 2021, as well as the Working Capital Loans (as defined in Note 5), will be sufficient to allow the Company to operate for at least as of February 13, 2022, assuming that a Business Combination is not consummated before February 13, 2022. In addition, on June 21, 2021, the Company has entered into the Subscription Agreements with PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 4,000,000 shares of Quanergy PubCo ordinary shares at $10.00 per share for an aggregate commitment amount of $40 million. The PIPE Investment Amounts will be used to pay the expenses related to the Business Combination with Quanergy. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Business Combination by February 13, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 30, 2021. | Note 1—Description of Organization and Business Operations Organization and General CITIC Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 9, 2019. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the energy efficiency, clean technology and sustainability sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering described below, and, since the completion of the initial public offering, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2020. On February 13, 2020, the Company consummated its Initial Public Offering (the “Initial Public Offering”) of 27,600,000 units (each, a “Unit” and collectively, the “Units”), including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $276 million, and incurring offering costs of approximately $15.7 million, inclusive of $9.66 million in deferred underwriting commissions (Note 4). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7.52 million warrants (the “Private Placement Warrants”), at a price of $1.00 per warrant (Note 5), generating gross proceeds of $7.52 million. The Company intends to finance its initial Business Combination with the proceeds from the Initial Public Offering and private placement. Upon the closing of the Initial Public Offering and the private placement, $276 million was held in a trust account (discussed below). As of December 31, 2020, the Company had approximately $0.98 million in cash held outside of the trust account (discussed below). Trust Account Upon the closing of the Initial Public Offering, $276 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, including the proceeds of the Private Placement Warrants, was held in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., 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, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in 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 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 1940, as amended (the “Investment Company Act”). The Company will provide its holders of its Class A ordinary shares (the “Public Shareholders”), par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro-rata The per-share amount Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to 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 its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), which is February 13, 2022, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, The Company will have 24 months from the closing of the Initial Public Offering to complete its initial Business Combination. If the Company is unable to complete a 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, Liquidation The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of December 31, 2020, the Company had $913,755 in working capital and $981,606 of cash outside the Trust Account available for working capital needs. All cash and securities held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and are restricted for use either in a Business Combination or to redeem ordinary shares. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the Initial Public Offering (as described in Note 5) and the funds held outside the Trust Account and private placement (as described in Note 4 and 5). The Company anticipates that the $981,606 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined below) from the Initial Shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | ||
Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain shareholders’ equity of at least $5,000,001 on the basis that the Company can only consummate its initial business combination if the Company has net tangible assets of at least 5,000,001 . The Company revisited its application of ASC 480-10-S99 re-evaluation, 10-Q 10-Q In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per ordinary share calculation to allocate income and losses pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. Impact of the Restatement The impact of the restatement on the Company’s previously presented financial information contained in this report is presented below: As Reported Adjustment As Restated Unaudited Balance Sheet as of March 31, 2021 Class $ 239,250,830 $ 36,749,170 $ 276,000,000 Ordinary shares Class $ 367 $ (367 ) $ — Additional Paid in Capital $ 3,757,506 $ (3,757,506 ) $ — Retained Earnings (Accumulated Deficit) $ 1,241,442 $ (32,991,297 ) $ (31,749,855 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (36,749,170 ) $ (31,749,165 ) Number of shares subject to redemption 23,925,083 3,674,917 27,600,000 As Reported As Adjustment As Restated Unaudited Statements of Operations For the three months ended March 31, 2021 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 — 27,600,000 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 — 6,900,000 Basic and diluted net income per ordinary share, Class A $ — $ 0.27 $ 0.34 Basic and diluted net income $ 1.70 $ (1.36 ) $ 0.34 As Reported As Adjustment As Restated Unaudited Balance Sheet as of June 30, 2021 Class A ordinary share subject to possible redemption $ 237,374,770 $ 38,625,230 $ 276,000,000 Ordinary shares Class A, $0.0001 par value $ 386 $ (386 ) $ — Additional Paid in Capital $ 5,633,547 $ (5,633,547 ) $ — Accumulated Deficit $ (634,617 ) $ (32,991,297 ) $ (33,625,914 ) Total Shareholders’ Equity (Deficit) $ 5,000,006 $ (38,625,230 ) $ (33,625,224 ) Number of shares subject to redemption 23,737,477 3,862,523 27,600,000 As Reported Adjustment As Restated Unaudited Statements of Operations For the three months ended June 30, 2021 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 — 27,600,000 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 — 6,900,000 Basic and diluted net income per ordinary share, Class A $ — $ (0.05 ) $ (0.05 ) Basic and diluted net loss per ordinary share, $ (0.02 ) $ (0.03 ) $ (0.05 ) As Reported Adjustment As Restated Unaudited Statements of Operations For the six months ended June 30, 2021 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 — 27,600,000 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 — 6,900,000 Basic and diluted net income per ordinary share, Class A $ — $ 0.29 $ 0.29 Basic and diluted net income $ 1.43 $ (1.14 ) $ 0.29 | Note 2—Restatement of Previously Issued Financial Statements In accordance with ASC 480-10-S99, $5,000,001. Form 10-Q, Form 10-Q”), re-evaluated 480-10-S99, . The change impacted the Company’s Annual report on Form 10-K/A filed on May 25, 2021 containing restatement of previously issued financial statements as of February 13, 2020, March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020 (as described in Note 4), and Quarterly Report on Form 10-Q as of March 31, 2021 filed on May 25, 2021 and Quarterly Report on Form 10-Q as of June 30, 2021 filed on August 13, 2021. The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is to restate the Company’s previously issued financial statements in Annual report on Form 10-K/A filed on May 25, 2021, and Quarterly Report on Form 10-Q as of March 31, 2021 filed on May 25, 2021 and Quarterly Report on Form 10-Q as of June 30, 2021 filed on August 13, 2021. The restated reported values of the Class A ordinary shares subject to possible redemption as accounted for under ASC 480-10-S99 The following tables summarize the effect of the restatement on each financial statement in Annual report on Form 10-K/A filed on May 25, 2021 as of February 13, 2020, March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020 line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated Balance Sheet as of February 13, 2020 Class A Ordinary shares subject to possible redemption $ 234,052,236 $ 41,947,764 $ 276,000,000 Class A Ordinary $ 419 $ (419 ) $ — Additional Paid in Capital $ 8,998,141 $ (8,998,141 ) $ — Accumulated Deficit $ (3,999,245 ) $ (32,949,204 ) $ (36,948,449 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (41,947,764 ) $ (36,947,759 ) Number of shares subject to redemption 23,405,224 4,194,776 27,600,000 As Previously Adjustment As Restated Balance Sheet as of March 31, 2020 (unaudited) Class A Ordinary shares subject to possible redemption $ 246,977,618 $ 29,022,382 $ 276,000,000 Class A Ordinary $ 290 $ (290 ) $ — Additional Paid in Capital $ (3,964,388 ) $ 3,964,388 $ — Retained Earnings (Accumulated Deficit) $ 8,963,409 $ (32,986,480 ) $ (24,023,071 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (29,022,382 ) $ (24,022,381 ) Number of shares subject to redemption 24,697,762 2,902,238 27,600,000 As Previously Adjustment As Restated Statement of Operations for the three months ended March 31, 2020 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 (13,186,667 ) 14,413,333 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,474,725 425,275 6,900,000 Basic and diluted net income per ordinary share, Class A $ 0.06 $ 0.36 $ 0.42 Basic and diluted net income $ 1.12 $ (0.70 ) $ 0.42 As Previously Restated in the First Amended Filing Adjustment As Restated Statement of Cash Flows for the three months ended March 31, 202 0 Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption $ 264,535,214 $ (264,535,214 ) $ — As Previously Adjustment As Restated Balance Sheet as of June 30, 2020 (unaudited) Class A Ordinary shares subject to possible redemption $ 248,419,296 $ 27,580,704 $ 276,000,000 Class A Ordinary 276 (276 ) — Additional Paid in Capital (5,410,869 ) 5,410,869 — Retained Earnings (Accumulated Deficit) 10,409,904 (32,991,297 ) (22,581,393 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (27,580,704 ) $ (22,580,703 ) Number of shares subject to redemption 24,841,930 2,758,070 27,600,000 As Previously Adjustment As Adjusted Statement of Operations for the three months ended June 30, 2020 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 — 27,600,000 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 — 6,900,000 Basic and diluted net income per ordinary share, $ — $ 0.04 $ 0.04 Basic and diluted net (loss) income per $ (0.20 ) $ 0.24 $ 0.04 As Previously Restated in the First Amended Adjustment As Adjusted Statement of Operations for the three months ended June 30, 2020 Basic and diluted net income per ordinary share, Class A $ — $ 0.04 $ 0.04 Basic and diluted net loss per ordinary share, Class B $ (0.20 ) $ 0.24 $ 0.04 As Previously Adjustment As Restated Statement of Operations for the six months ended June 30, 2020 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 (6,556,906 ) 21,043,094 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,687,363 212,637 6,900,000 Basic and diluted net income per ordinary share, Class A $ 0.07 $ 0.30 $ 0.37 Basic and diluted net (loss) income per ordinary share, $ 1.29 $ (0.92 ) $ 0.37 As Previously Restated in the First Amended Filing Adjustment As Restated Statement of Cash Flows for the six months ended June 30, 2020 Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption $ 264,434,096 $ (264,434,096 ) $ — As Previously Adjustment As Restated Balance Sheet as of September 30, 2020 (unaudited) Class A ordinary shares subject to possible redemption $ 237,171,607 $ 38,828,393 $ 276,000,000 Class A ordinary shares 388 (388 ) — Additional Paid in Capital 5,836,708 (5,836,708 ) — Accumulated Deficit (837,785 ) (32,991,297 ) (33,829,082 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (38,828,393 ) $ (33,828,392 ) Number of shares subject to redemption 23,717,161 3,882,839 27,600,000 As Previously Restated in the First Amended Filing Adjustment As Adjusted Statement of Operations for the three months ended September 30, 202 0 Basic and diluted net income per ordinary share, Class A $ — $ (0.33 ) $ (0.33 ) Basic and diluted net loss per ordinary share, Class B $ (1.63 ) $ 1.30 $ (0.33 ) As Previously Adjustment As Restated Statement of Operations for the nine months ended September 30, 2021 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 (4,347,253 ) 23,252,747 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,758,759 141,241 6,900,000 Basic and diluted net income (loss) $ 0.07 $ (0.10 ) $ (0.03 ) Basic and diluted net loss per ordinary share, Class B $ (0.39 ) $ 0.36 $ (0.03 ) As Previously Adjustment As Restated Statement of Cash Flows for the nine months ended September 30, 2020 Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption $ 264,272,806 $ (264,272,806 ) $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and 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 the fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 12, 2020, the Company’s Current Reports on Form 8-K, 10-K/A, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out non-emerging opt-out opt-out 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 the comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly 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 September 30, 2021. Investments Held in Trust Account At September 30, 2021 and December 31, 2021, the assets held in the Trust Account were held in money market funds. The Company’s portfolio of investments held in the Trust Account is comprised of 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 5A-“Expenses paid-in Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity to mandatory Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary share and Class B ordinary share. Earnings and losses are shared pro rata between the two classes of shares. The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: Three Months Nine Months Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 4,444,034 $ 1,111,009 $ 12,360,150 $ 3,090,038 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per ordinary share $ 0.16 $ 0.16 $ 0.45 $ 0.45 Three Months Nine Months Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net loss $ (8,998,151 ) $ (2,249,538 ) $ (628,360 ) $ (186,459 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) $ (0.33 ) $ (0.33 ) $ (0.03 ) $ (0.03 ) Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liability. 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. U.S. 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 Company’s private warrants 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. See Note 7 for additional information on assets and liabilities measured at fair value. 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 non-current net-cash 470-20, Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 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. | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. 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 m a Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of to non-emerging growth to opt-out is to opt-out of Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, 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. 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 December 31, 2020 and 2019. Investments Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds. The Company’s portfolio of investments held in the Trust Account is comprised of 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs, restated The Company complies with the requirements of FASB ASC 340-10-S99-1 and Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 22,747,963 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Net Income (loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary share and Class B ordinary share. Earnings and losses are shared pro rata between the two classes of shares. The 21,320,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the twelve months ended December 31, 2020 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the year For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (8,186,784 ) $ (2,320,012 ) $ — $ (22,966 ) Denominator: Weighted-average shares outstanding 24,348,493 6,900,000 — 6,000,000 Basic and diluted net loss per share $ (0.34 ) $ (0.34 ) $ — $ (0.00 ) Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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 December 31, 2020 and 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December , and . The Company is currently not aware of any issues 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented 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 Corporation coverage limits 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. 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 investments held in the Trust Account is determined using quoted prices in active markets. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. 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 1 for the public warrants and level 3 for the private warrants. See Note 7 for additional information on assets and liabilities measured at fair value. 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 or non-current based not net-cash settlement FASB ASC 470-20, Debt Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | ||
Initial Public Offering | Note 4—Initial Public Offering On February 13, 2020, the Company sold 27,600,000 Units at a price of $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-half The Company paid an underwriting discount at the closing of the Initial Public Offering of $5.52 million. An additional fee of $9.66 million was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 34,500,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary shares are accounted for in accordance to codified in ASC 480-10-S99. paid-in As of September 30, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,354,000 ) Ordinary share issuance costs (14,661,607 ) Plus: Accretion of carrying value to redemption value 33,015,607 Class A ordinary shares subject to possible redemption $ 276,000,000 Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s 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 its 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, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 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, and the $18.00 per share redemption trigger price of the Warrants 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 Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. 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 and exercisable by the holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption (except with respect to the Private Placement 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; and • if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 4—Initial Public Offering, restated On February 13, 2020, the Company sold 27,600,000 Units at a price of $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-half of The Company paid an underwriting discount at the closing of the Initial Public Offering of $5.52 million. An additional fee of $9.66 million was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. 480-10-S99. paid-in Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,354,000 ) Ordinary share issuance costs (14,661,607 ) Plus: Accretion of carrying value to redemption value 33,015,607 Class A ordinary shares subject to possible redemption $ 276,000,000 Warrants As of December 31, 2020, there were 21,320,000 warrants outstanding, including 13,800,000 public warrants and 7,520,000 after the completion of a Business Combination or (b)12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s 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 its 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, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 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, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption (except with respect to the Private Placement 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; and • if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On November 14, 2019, 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 (the “Founder Shares”). Effective December 10, 2019, the Sponsor transferred 718,750 Founder Shares to Henri Arif, the Company’s independent director, for a purchase price of $3,125 (the same per-share As of September 30, 2021 and December 31, 2020, the Sponsor holds 6,002,500 Founder Shares. The initial shareholders had agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As of September 30, 2021, the underwriter had exercised its over-allotment option in full, hence, these Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary share issuable upon conversion thereof until the earlier to occur of: (i) “lock-up”). 30-trading lock-up. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 940,000 Private Placement Warrants to Mr. Arif. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Advances As of September 30, 2021 and December 31, 2020, the amount due to related parties was $840,218 and $55,931, respectively. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below—Administrative Support Agreement), merger related expenses and deferred offering costs paid by the related parties on behalf of the Company. Sponsor Loan On December 9, 2019, the Sponsor loaned the Company $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest Working Capital Loans In addition, in order to finance transaction costs in connection with a 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 a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 of administrative services under this arrangement, respectively. For the three months ended September 30, 2020, the Company incurred $30,000 of administrative services under this arrangement. For the period from February 13, 2020 to September 30, 2020, the Company $75,862 in such administrative services under this arrangement for the three and nine months ended September 30, 2020. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. | Note 5—Related Party Transactions Founder Shares On November 14, 2019, 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 (the “Founder Shares”). Effective December 10, 2019, the Sponsor transferred 718,750 Founder Shares to Henri Arif, the Company’s independent director, for a purchase price of $3,125 (the same per-share price As of December 31, 2020, the Sponsor holds 6,015,500 Founder Shares. The initial shareholders had agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As of December 31, 2020, the underwriter had exercised its over-allotment option in full, hence, these Founder Shares are no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary share issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes (the “lock-up”). Notwithstanding any 30-trading day the lock-up. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 940,000 Private Placement Warrants to Mr. Arif. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Advances As of December 31, 2020 and 2019, the amount due to related parties was $55,931 and $85,851, respectively. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below—Administrative Services Agreement), and deferred offering costs paid by the related parties on behalf of the Company. Sponsor Loan On December 9, 2019, the Sponsor loaned the Company $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing Working Capital Loans In order to finance transaction costs in connection with a 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 a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant. As of December 31, 2020 and 2019, the Company had no Working Capital Loans outstanding. Administrative Services Agreement Commencing on February 13, 2020, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the year ended December 31, 2020, the Company incurred $105,862 in such administrative services under this arrangement. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments & Contingencies | Note 6—Commitments & Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | Note 6—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 Unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Assets Held-in-trust [Abstract] | ||
Recurring Fair Value Measurements | Note 7—Recurring Fair Value Measurements As of September 30, 2021, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $277,866,660 which was held as money market funds. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices Significant Significant Assets: Investments held in Trust Account—Money Market Fund $ 277,866,660 $ 277,866,660 $ — $ — $ 277,866,660 $ 277,866,660 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 10,902,000 $ 10,902,000 $ — — Warrant Liabilities-Private Warrants 5,948,320 — — $ 5,948,320 $ 16,850,320 $ 10,902,000 $ — $ 5,948,320 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices Significant Significant Assets: Investments held in Trust Account—Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 23,460,000 $ 23,460,000 $ — $ — Warrant Liabilities-Private Warrants 13,160,000 — — 13,160,000 $ 36,620,000 $ 23,460,000 $ — $ 13,160,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date. A Monte Carlo Simulation Method was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, including September 30, 2021 and December 31, 2020, the closing price of the public warrants was used as the fair value as of each relevant date. The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at each of the following balance sheet dates: Input December 31, September 30, Risk-free interest rate 0.47 % 1.04 % Expected term (years) 5.00 5.00 Expected volatility 22.0 % 13.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Asset Price $ 10.48 $ 9.97 The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ 13,160,000 $ 23,460,000 $ 36,620,000 Change in valuation (7,211,680 ) (12,558,000 ) (19,769,680 ) Fair value as of September 30, 2021 $ 5,948,320 $ 10,902,000 $ 16,850,320 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the nine months ended September 30, 2021. | Note 7—Recurring Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December , , assets held in the Trust Account were comprised of $ in money market funds. Through December , , the Company did t withdraw any interest earned on the Trust Account. Carrying Value Quoted Prices Significant Significant Assets: Investments held in Trust Account—Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities—Public Warrants $ 23,460,000 $ 23,460,000 — — Warrant Liabilities—Private Warrants $ 13,160,000 — — $ 13,160,000 $ 36,620,000 $ 23,460,000 — $ 13,160,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and The Private Warrants were initially valued using a Black Scholes Option Pricing Model. The Private Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date. A Monte Carlo Simulation Method was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, including December 31, 2020, the closing price of the public warrants was used as the fair value as of each relevant date. The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at initial measurement and each of the following balance sheet date: Input February 13, 2020 March 31, June 30, September 30, December 31, Risk-free interest rate 1.48 % 0.5 % 0.37 % 0.35 % 0.47 % Expected term (years) 5.00 5.00 5.00 5.00 5.00 Expected volatility 22.0 % 17 % 15.0 % 21.0 % 22 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 $ 11.50 $ 11.50 $ 11.50 Asset Price $ 9.48 $ 9.46 $ 9.82 $ 9.83 $ 10.48 The key inputs into the Monte Carlo Simulation Method for the Public Warrants were as follows at initial measurement and March 31, 2021: Input February 13, 2020 March 31, Risk-free interest rate 1.48 % 0.5 % Expected term (years) 5.00 5.00 Expected volatility 22.0 % 17.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 Asset Price $ 9.48 $ 9.46 The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Initial measurement on February 13, 2020 $ 10,452,800 $ 18,354,000 $ 28,806,800 Change in valuation inputs or other assumptions 2,707,200 5,106,000 7,813,200 Fair value as of December 31, 2020 $ 13,160,000 $ 23,460,000 $ 36,620,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from September 9, 2019 (inception) through December 31, 2020 other than the transfer of the Public Warrants from Level 3 to Level 1. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Federal Home Loan Banks [Abstract] | ||
Shareholders' Equity (Deficit) | Note 8—Shareholders’ Equity (Deficit) Preferred Shares Class A Ordinary Shares- Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one | Note 8—Shareholders’ Equity Class A Ordinary Shares— Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Shares |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements, including the restatement discussed in Note 2, were available to be issued and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued and has concluded that other than the events disclosed below and restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 10, 2021, the Company appointed Mark B. Segall as an independent director and CITIC Capital Acquisition LLC, the Company’s Sponsor, transferred 13,000 Founder Shares to Mr. Segall. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and 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 the fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 12, 2020, the Company’s Current Reports on Form 8-K, 10-K/A, | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out non-emerging opt-out opt-out 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 the comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | 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 m a Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of to non-emerging growth to opt-out is to opt-out of |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. | 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 December 31, 2020 and 2019. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2021 and December 31, 2021, the assets held in the Trust Account were held in money market funds. The Company’s portfolio of investments held in the Trust Account is comprised of 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds. The Company’s portfolio of investments held in the Trust Account is comprised of 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 5A-“Expenses paid-in | Offering Costs, restated The Company complies with the requirements of FASB ASC 340-10-S99-1 and |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity to mandatory Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 22,747,963 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. |
Net Income (loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary share and Class B ordinary share. Earnings and losses are shared pro rata between the two classes of shares. The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: Three Months Nine Months Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net loss $ (8,998,151 ) $ (2,249,538 ) $ (628,360 ) $ (186,459 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) $ (0.33 ) $ (0.33 ) $ (0.03 ) $ (0.03 ) | Net Income (loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary share and Class B ordinary share. Earnings and losses are shared pro rata between the two classes of shares. The 21,320,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the twelve months ended December 31, 2020 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the year For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (8,186,784 ) $ (2,320,012 ) $ — $ (22,966 ) Denominator: Weighted-average shares outstanding 24,348,493 6,900,000 — 6,000,000 Basic and diluted net loss per share $ (0.34 ) $ (0.34 ) $ — $ (0.00 ) |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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 December 31, 2020 and 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December , and . The Company is currently not aware of any issues 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented |
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. | 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 Corporation coverage limits 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liability. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. 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 Company’s private warrants 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. See Note 7 for additional information on assets and liabilities measured at fair value. | 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 investments held in the Trust Account is determined using quoted prices in active markets. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. 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 1 for the public warrants and level 3 for the private warrants. See Note 7 for additional information on assets and liabilities measured at fair value. |
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 ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued non-current net-cash 470-20, | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | ||
Summary of Restatement of Financial Statements | The impact of the restatement on the Company’s previously presented financial information contained in this report is presented below: As Reported Adjustment As Restated Unaudited Balance Sheet as of March 31, 2021 Class $ 239,250,830 $ 36,749,170 $ 276,000,000 Ordinary shares Class $ 367 $ (367 ) $ — Additional Paid in Capital $ 3,757,506 $ (3,757,506 ) $ — Retained Earnings (Accumulated Deficit) $ 1,241,442 $ (32,991,297 ) $ (31,749,855 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (36,749,170 ) $ (31,749,165 ) Number of shares subject to redemption 23,925,083 3,674,917 27,600,000 As Reported As Adjustment As Restated Unaudited Statements of Operations For the three months ended March 31, 2021 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 — 27,600,000 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 — 6,900,000 Basic and diluted net income per ordinary share, Class A $ — $ 0.27 $ 0.34 Basic and diluted net income $ 1.70 $ (1.36 ) $ 0.34 As Reported As Adjustment As Restated Unaudited Balance Sheet as of June 30, 2021 Class A ordinary share subject to possible redemption $ 237,374,770 $ 38,625,230 $ 276,000,000 Ordinary shares Class A, $0.0001 par value $ 386 $ (386 ) $ — Additional Paid in Capital $ 5,633,547 $ (5,633,547 ) $ — Accumulated Deficit $ (634,617 ) $ (32,991,297 ) $ (33,625,914 ) Total Shareholders’ Equity (Deficit) $ 5,000,006 $ (38,625,230 ) $ (33,625,224 ) Number of shares subject to redemption 23,737,477 3,862,523 27,600,000 As Reported Adjustment As Restated Unaudited Statements of Operations For the three months ended June 30, 2021 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 — 27,600,000 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 — 6,900,000 Basic and diluted net income per ordinary share, Class A $ — $ (0.05 ) $ (0.05 ) Basic and diluted net loss per ordinary share, $ (0.02 ) $ (0.03 ) $ (0.05 ) | The following tables summarize the effect of the restatement on each financial statement in Annual report on Form 10-K/A filed on May 25, 2021 as of February 13, 2020, March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020 line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated Balance Sheet as of February 13, 2020 Class A Ordinary shares subject to possible redemption $ 234,052,236 $ 41,947,764 $ 276,000,000 Class A Ordinary $ 419 $ (419 ) $ — Additional Paid in Capital $ 8,998,141 $ (8,998,141 ) $ — Accumulated Deficit $ (3,999,245 ) $ (32,949,204 ) $ (36,948,449 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (41,947,764 ) $ (36,947,759 ) Number of shares subject to redemption 23,405,224 4,194,776 27,600,000 As Previously Adjustment As Restated Balance Sheet as of March 31, 2020 (unaudited) Class A Ordinary shares subject to possible redemption $ 246,977,618 $ 29,022,382 $ 276,000,000 Class A Ordinary $ 290 $ (290 ) $ — Additional Paid in Capital $ (3,964,388 ) $ 3,964,388 $ — Retained Earnings (Accumulated Deficit) $ 8,963,409 $ (32,986,480 ) $ (24,023,071 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (29,022,382 ) $ (24,022,381 ) Number of shares subject to redemption 24,697,762 2,902,238 27,600,000 As Previously Adjustment As Restated Statement of Operations for the three months ended March 31, 2020 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 (13,186,667 ) 14,413,333 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,474,725 425,275 6,900,000 Basic and diluted net income per ordinary share, Class A $ 0.06 $ 0.36 $ 0.42 Basic and diluted net income $ 1.12 $ (0.70 ) $ 0.42 As Previously Restated in the First Amended Filing Adjustment As Restated Statement of Cash Flows for the three months ended March 31, 202 0 Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption $ 264,535,214 $ (264,535,214 ) $ — As Previously Adjustment As Restated Balance Sheet as of June 30, 2020 (unaudited) Class A Ordinary shares subject to possible redemption $ 248,419,296 $ 27,580,704 $ 276,000,000 Class A Ordinary 276 (276 ) — Additional Paid in Capital (5,410,869 ) 5,410,869 — Retained Earnings (Accumulated Deficit) 10,409,904 (32,991,297 ) (22,581,393 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (27,580,704 ) $ (22,580,703 ) Number of shares subject to redemption 24,841,930 2,758,070 27,600,000 As Previously Adjustment As Adjusted Statement of Operations for the three months ended June 30, 2020 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 — 27,600,000 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 — 6,900,000 Basic and diluted net income per ordinary share, $ — $ 0.04 $ 0.04 Basic and diluted net (loss) income per $ (0.20 ) $ 0.24 $ 0.04 As Previously Restated in the First Amended Adjustment As Adjusted Statement of Operations for the three months ended June 30, 2020 Basic and diluted net income per ordinary share, Class A $ — $ 0.04 $ 0.04 Basic and diluted net loss per ordinary share, Class B $ (0.20 ) $ 0.24 $ 0.04 As Previously Adjustment As Restated Statement of Operations for the six months ended June 30, 2020 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 (6,556,906 ) 21,043,094 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,687,363 212,637 6,900,000 Basic and diluted net income per ordinary share, Class A $ 0.07 $ 0.30 $ 0.37 Basic and diluted net (loss) income per ordinary share, $ 1.29 $ (0.92 ) $ 0.37 As Previously Restated in the First Amended Filing Adjustment As Restated Statement of Cash Flows for the six months ended June 30, 2020 Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption $ 264,434,096 $ (264,434,096 ) $ — As Previously Adjustment As Restated Balance Sheet as of September 30, 2020 (unaudited) Class A ordinary shares subject to possible redemption $ 237,171,607 $ 38,828,393 $ 276,000,000 Class A ordinary shares 388 (388 ) — Additional Paid in Capital 5,836,708 (5,836,708 ) — Accumulated Deficit (837,785 ) (32,991,297 ) (33,829,082 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (38,828,393 ) $ (33,828,392 ) Number of shares subject to redemption 23,717,161 3,882,839 27,600,000 As Previously Restated in the First Amended Filing Adjustment As Adjusted Statement of Operations for the three months ended September 30, 202 0 Basic and diluted net income per ordinary share, Class A $ — $ (0.33 ) $ (0.33 ) Basic and diluted net loss per ordinary share, Class B $ (1.63 ) $ 1.30 $ (0.33 ) As Previously Adjustment As Restated Statement of Operations for the nine months ended September 30, 2021 (unaudited) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 27,600,000 (4,347,253 ) 23,252,747 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,758,759 141,241 6,900,000 Basic and diluted net income (loss) $ 0.07 $ (0.10 ) $ (0.03 ) Basic and diluted net loss per ordinary share, Class B $ (0.39 ) $ 0.36 $ (0.03 ) As Previously Adjustment As Restated Statement of Cash Flows for the nine months ended September 30, 2020 Supplemental disclosure of cash flow information: Initial value of Class A ordinary shares subject to possible redemption $ 264,272,806 $ (264,272,806 ) $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Summary of basic and diluted net income (loss) per ordinary share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: Three Months Nine Months Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 4,444,034 $ 1,111,009 $ 12,360,150 $ 3,090,038 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per ordinary share $ 0.16 $ 0.16 $ 0.45 $ 0.45 Three Months Nine Months Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net loss $ (8,998,151 ) $ (2,249,538 ) $ (628,360 ) $ (186,459 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) $ (0.33 ) $ (0.33 ) $ (0.03 ) $ (0.03 ) | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the year For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (8,186,784 ) $ (2,320,012 ) $ — $ (22,966 ) Denominator: Weighted-average shares outstanding 24,348,493 6,900,000 — 6,000,000 Basic and diluted net loss per share $ (0.34 ) $ (0.34 ) $ — $ (0.00 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Summary of Ordinary Share Reflected on the Balance Sheet | As of September 30, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,354,000 ) Ordinary share issuance costs (14,661,607 ) Plus: Accretion of carrying value to redemption value 33,015,607 Class A ordinary shares subject to possible redemption $ 276,000,000 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Schedule of Recurring Fair Values Investments Quoted Price in Active Markets for identical Assets | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices Significant Significant Assets: Investments held in Trust Account—Money Market Fund $ 277,866,660 $ 277,866,660 $ — $ — $ 277,866,660 $ 277,866,660 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 10,902,000 $ 10,902,000 $ — — Warrant Liabilities-Private Warrants 5,948,320 — — $ 5,948,320 $ 16,850,320 $ 10,902,000 $ — $ 5,948,320 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices Significant Significant Assets: Investments held in Trust Account—Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 23,460,000 $ 23,460,000 $ — $ — Warrant Liabilities-Private Warrants 13,160,000 — — 13,160,000 $ 36,620,000 $ 23,460,000 $ — $ 13,160,000 | Carrying Value Quoted Prices Significant Significant Assets: Investments held in Trust Account—Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities—Public Warrants $ 23,460,000 $ 23,460,000 — — Warrant Liabilities—Private Warrants $ 13,160,000 — — $ 13,160,000 $ 36,620,000 $ 23,460,000 — $ 13,160,000 |
Summary of fair value measurements inputs | The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at each of the following balance sheet dates: Input December 31, September 30, Risk-free interest rate 0.47 % 1.04 % Expected term (years) 5.00 5.00 Expected volatility 22.0 % 13.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Asset Price $ 10.48 $ 9.97 | |
Summary of Change in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ 13,160,000 $ 23,460,000 $ 36,620,000 Change in valuation (7,211,680 ) (12,558,000 ) (19,769,680 ) Fair value as of September 30, 2021 $ 5,948,320 $ 10,902,000 $ 16,850,320 | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Initial measurement on February 13, 2020 $ 10,452,800 $ 18,354,000 $ 28,806,800 Change in valuation inputs or other assumptions 2,707,200 5,106,000 7,813,200 Fair value as of December 31, 2020 $ 13,160,000 $ 23,460,000 $ 36,620,000 |
Private Placement Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of fair value measurements inputs | The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at initial measurement and each of the following balance sheet date: Input February 13, 2020 March 31, June 30, September 30, December 31, Risk-free interest rate 1.48 % 0.5 % 0.37 % 0.35 % 0.47 % Expected term (years) 5.00 5.00 5.00 5.00 5.00 Expected volatility 22.0 % 17 % 15.0 % 21.0 % 22 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 $ 11.50 $ 11.50 $ 11.50 Asset Price $ 9.48 $ 9.46 $ 9.82 $ 9.83 $ 10.48 | |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of fair value measurements inputs | The key inputs into the Monte Carlo Simulation Method for the Public Warrants were as follows at initial measurement and March 31, 2021: Input February 13, 2020 March 31, Risk-free interest rate 1.48 % 0.5 % Expected term (years) 5.00 5.00 Expected volatility 22.0 % 17.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 Asset Price $ 9.48 $ 9.46 |
Description of Organization a_2
Description of Organization and Business Operations - Additional information (Detail) - USD ($) | Jun. 21, 2021 | Feb. 13, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2019 |
Organization Business And Basis Of Presentation [Line Items] | |||||||
Common stock price, per share | $ 10 | $ 10 | $ 10 | ||||
Proceeds from issuance initial public offering | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | |||
Incurring offering cost | 15,700,000 | ||||||
Payment of underwriting discount | $ 9,660,000 | 5,520,000 | 5,520,000 | ||||
Cash | 61,344 | 981,606 | $ 300,000 | ||||
Business combination, net tangible assets required to proceed | 5,000,001 | 5,000,001 | |||||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||
Business Combination required completion period after Initial Public Offering | 24 months | 24 months | |||||
Operating amount out of Trust account enough to operate for at least 12 months | $ 61,344 | $ 913,755 | |||||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | ||||||
Stock Issued During Period, Value, Warrants | $ 7,520,000 | ||||||
Exercise price per share | $ 1 | ||||||
Proceeds from Issuance of Warrants | $ 7.52 | ||||||
PIPE Investment [Member] | PIPE Subscription Agreement [Member] | Quanergy PubCo common stock [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Issuance of Ordinary Share | 4,000,000 | ||||||
Shares issued price per share | $ 10 | ||||||
Proceeds from issuance of common stock | $ 40,000,000 | ||||||
Quanergy Systems, Inc [Member] | Merger Agreement [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Business combination, net tangible assets required to proceed | $ 5,000,001 | ||||||
Business acquisition equity interest issued or iisuable,number of shares issued | 970,000,000 | ||||||
Share price | $ 10 | ||||||
Business Combination [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Percentage of voting interests acquired | 50.00% | 50.00% | |||||
Founder Shares [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Proceed from issuance of shares | $ 25,000 | $ 25,000 | |||||
Number of shares issued | 300,000 | 300,000 | |||||
Minimum [Member] | Quanergy Systems, Inc [Member] | PIPE Investment [Member] | Merger Agreement [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Threshold proceeds net of redemptions for effecting a merger | $ 175,000,000 | ||||||
Class A Common Stock | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class A Common Stock | Maximum [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | 20.00% | |||||
IPO [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Issuance of Ordinary Share | 27,600,000 | ||||||
Common stock price, per share | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 276,000,000 | $ 276,000,000 | |||||
IPO [Member] | Over-Allotment Option [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Issuance of Ordinary Share | 3,600,000 | ||||||
IPO [Member] | Class A Common Stock | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Issuance of Ordinary Share | 34,500,000 | 27,600,000 | |||||
Private Placement [Member] | |||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 7,520,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Minimum Net Worth Required for Compliance | $ 5,000,001 | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule Of Condensed Balance Sheet (Detail) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 13, 2020 | Dec. 31, 2019 | Sep. 08, 2019 |
Ordinary shares | ||||||||||
Additional Paid in Capital | $ 0 | $ 24,310 | ||||||||
Retained Earnings (Accumulated Deficit) | (28,070,871) | (43,521,059) | (22,966) | |||||||
Total shareholders' (deficit) equity | (28,070,181) | $ (33,625,224) | $ (31,749,165) | $ (43,520,369) | $ (33,828,392) | $ (22,580,703) | $ (24,027,198) | $ 2,034 | ||
Number of shares subject to redemption | 22,747,963 | |||||||||
As Reported | ||||||||||
Class A ordinary share subject to possible redemption | 237,374,770 | 239,250,830 | ||||||||
Additional Paid in Capital | 5,633,547 | 3,757,506 | 5,836,708 | (5,410,869) | (3,964,388) | $ 8,998,141 | ||||
Retained Earnings (Accumulated Deficit) | (634,617) | 1,241,442 | (837,785) | 10,409,904 | 8,963,409 | (3,999,245) | ||||
Total shareholders' (deficit) equity | $ 5,000,006 | $ 5,000,005 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,005 | ||||
Number of shares subject to redemption | 23,737,477 | 23,925,083 | 23,717,161 | 24,841,930 | 24,697,762 | 23,405,224 | ||||
As Adjustment | ||||||||||
Class A ordinary share subject to possible redemption | $ 38,625,230 | $ 36,749,170 | ||||||||
Additional Paid in Capital | (5,633,547) | (3,757,506) | $ (5,836,708) | $ 5,410,869 | $ 3,964,388 | $ (8,998,141) | ||||
Retained Earnings (Accumulated Deficit) | (32,991,297) | (32,991,297) | (32,991,297) | (32,991,297) | (32,986,480) | (32,949,204) | ||||
Total shareholders' (deficit) equity | $ (38,625,230) | $ (36,749,170) | $ (38,828,393) | $ (27,580,704) | $ (29,022,382) | $ (41,947,764) | ||||
Number of shares subject to redemption | 3,862,523 | 3,674,917 | 3,882,839 | 2,758,070 | 2,902,238 | 4,194,776 | ||||
As Restated | ||||||||||
Class A ordinary share subject to possible redemption | $ 276,000,000 | $ 276,000,000 | ||||||||
Retained Earnings (Accumulated Deficit) | (33,625,914) | (31,749,855) | $ (33,829,082) | $ (22,581,393) | $ (24,023,071) | $ (36,948,449) | ||||
Total shareholders' (deficit) equity | $ (33,625,224) | $ (31,749,165) | $ (33,828,392) | $ (22,580,703) | $ (24,022,381) | $ (36,947,759) | ||||
Number of shares subject to redemption | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | ||||
Ordinary shares Class A | ||||||||||
Class A ordinary share subject to possible redemption | 276,000,000 | $ 276,000,000 | ||||||||
Ordinary shares | $ 0 | |||||||||
Total shareholders' (deficit) equity | ||||||||||
Number of shares subject to redemption | 27,600,000 | 27,600,000 | 0 | |||||||
Ordinary shares Class A | As Reported | ||||||||||
Class A ordinary share subject to possible redemption | $ 237,171,607 | $ 248,419,296 | $ 246,977,618 | $ 234,052,236 | ||||||
Ordinary shares | $ 386 | $ 367 | 388 | 276 | 290 | 419 | ||||
Ordinary shares Class A | As Adjustment | ||||||||||
Class A ordinary share subject to possible redemption | 38,828,393 | 27,580,704 | 29,022,382 | 41,947,764 | ||||||
Ordinary shares | $ (386) | $ (367) | (388) | (276) | (290) | (419) | ||||
Ordinary shares Class A | As Restated | ||||||||||
Class A ordinary share subject to possible redemption | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule Of Condensed Balance Sheet (Parenthetical) (Detail) - Ordinary shares Class A - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 13, 2020 | Dec. 31, 2019 |
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
As Reported | |||||||||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
As Adjustment | |||||||||
Common shares, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |||
As Restated | |||||||||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Schedule Of Condensed Income Statement (Detail) - $ / shares | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class A Common Stock | ||||||||||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 27,600,000 | 0 | 27,600,000 | 23,252,747 | 24,348,493 | ||||||
Basic and diluted net income per ordinary share | $ 0.16 | $ (0.33) | $ 0 | $ 0.45 | $ (0.03) | $ (0.34) | ||||||
Class B common stock | ||||||||||||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,000,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||||
Basic and diluted net income per ordinary share | $ 0.16 | $ (0.33) | $ 0 | $ 0.45 | $ (0.03) | $ (0.34) | ||||||
As Reported | Class A Common Stock | ||||||||||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | |||||||
Basic and diluted net income per ordinary share | $ 0.06 | $ 0.07 | ||||||||||
As Reported | Class B common stock | ||||||||||||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,474,725 | 6,758,759 | |||||||
Basic and diluted net income per ordinary share | $ (0.02) | $ 1.70 | (1.63) | $ (0.20) | $ 1.12 | $ (0.39) | ||||||
As Reported | Class A Ordinary Share Subject To Redemption | ||||||||||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 27,600,000 | ||||||||||
As Reported | Class A Ordinary Share Not Subject To Redemption | ||||||||||||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,687,363 | ||||||||||
As Reported | Redeemable Shares | ||||||||||||
Basic and diluted net income per ordinary share | $ 0.07 | |||||||||||
As Reported | Non Redeemable Shares | ||||||||||||
Basic and diluted net income per ordinary share | $ 1.43 | $ 1.29 | ||||||||||
As Adjustment | Class A Common Stock | ||||||||||||
Basic and diluted weighted average shares outstanding | (13,186,667) | (4,347,253) | ||||||||||
Basic and diluted net income per ordinary share | (0.05) | 0.27 | (0.33) | 0.04 | $ 0.36 | $ (0.10) | ||||||
As Adjustment | Class B common stock | ||||||||||||
Basic and diluted weighted average shares outstanding | 425,275 | 141,241 | ||||||||||
Basic and diluted net income per ordinary share | $ (0.03) | $ (1.36) | 1.30 | $ 0.24 | $ (0.70) | $ 0.36 | ||||||
As Adjustment | Class A Ordinary Share Subject To Redemption | ||||||||||||
Basic and diluted weighted average shares outstanding | (6,556,906) | |||||||||||
As Adjustment | Class A Ordinary Share Not Subject To Redemption | ||||||||||||
Basic and diluted weighted average shares outstanding | 212,637 | |||||||||||
As Adjustment | Redeemable Shares | ||||||||||||
Basic and diluted net income per ordinary share | 0.29 | $ 0.30 | ||||||||||
As Adjustment | Non Redeemable Shares | ||||||||||||
Basic and diluted net income per ordinary share | $ (1.14) | $ (0.92) | ||||||||||
As Restated | Class A Common Stock | ||||||||||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 14,413,333 | 27,600,000 | 23,252,747 | ||||||
Basic and diluted net income per ordinary share | $ (0.05) | $ 0.34 | $ 0.04 | $ 0.42 | $ 0.29 | $ (0.03) | ||||||
As Restated | Class B common stock | ||||||||||||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||||
Basic and diluted net income per ordinary share | $ (0.05) | $ 0.34 | $ 0.04 | $ 0.42 | $ 0.29 | $ (0.03) | ||||||
As Adjusted | Class A Common Stock | ||||||||||||
Basic and diluted net income per ordinary share | (0.33) | |||||||||||
As Adjusted | Class B common stock | ||||||||||||
Basic and diluted net income per ordinary share | $ (0.33) | |||||||||||
As Adjusted | Class A Ordinary Share Subject To Redemption | ||||||||||||
Basic and diluted weighted average shares outstanding | 21,043,094 | |||||||||||
As Adjusted | Class A Ordinary Share Not Subject To Redemption | ||||||||||||
Basic and diluted weighted average shares outstanding | 6,900,000 | |||||||||||
As Adjusted | Redeemable Shares | ||||||||||||
Basic and diluted net income per ordinary share | $ 0.37 | |||||||||||
As Adjusted | Non Redeemable Shares | ||||||||||||
Basic and diluted net income per ordinary share | $ 0.37 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements - Schedule Of Condensed Cash Flow Statement (Detail) - Common Class A [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | |
As Reported | |||
Supplemental disclosure of cash flow information: | |||
Initial value of Class A ordinary shares subject to possible redemption | $ 264,535,214 | $ 264,434,096 | $ 264,272,806 |
As Adjustment | |||
Supplemental disclosure of cash flow information: | |||
Initial value of Class A ordinary shares subject to possible redemption | $ (264,535,214) | $ (264,434,096) | $ (264,272,806) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic And Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Allocation of net income | $ 5,555,043 | $ (1,876,059) | $ 11,771,204 | $ (11,247,689) | $ 1,446,495 | $ 8,986,375 | $ (22,966) | $ 15,450,188 | $ (814,819) | $ (10,506,796) |
Common Class A [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Allocation of net income | $ 4,444,034 | $ (8,998,151) | $ 12,360,150 | $ (628,360) | $ (8,186,784) | |||||
Weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 24,348,493 | |||||
Basic and diluted net income (loss) per ordinary share | $ 0.16 | $ (0.33) | $ 0 | $ 0.45 | $ (0.03) | $ (0.34) | ||||
Common Class B [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Allocation of net income | $ 1,111,009 | $ (2,249,538) | $ (22,966) | $ 3,090,038 | $ (186,459) | $ (2,320,012) | ||||
Weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,000,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Basic and diluted net income (loss) per ordinary share | $ 0.16 | $ (0.33) | $ 0 | $ 0.45 | $ (0.03) | $ (0.34) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Offering cost charged to the shareholders' equity | $ 1,044,453 | $ 14,661,607 | ||
Ordinary shares subject to possible redemption | 22,747,963 | |||
Unrecognized tax benefits | $ 0 | 0 | $ 0 | |
Accrued interest and penalties related to unrecognized tax benefits | 0 | 0 | 0 | |
Federal depository insurance coverage | $ 250,000 | 250,000 | 250,000 | |
Offering cost | $ 14,661,607 | $ 1,044,453 | ||
Restricted Investments Term | 185 days | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 21,320,000 | |||
Common Class A [Member] | ||||
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 | 27,600,000 | 0 |
Common Class A [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,891,667 | 14,891,667 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock price per share | $ 10 | $ 10 | $ 10 | |
Warrant exercise price per share | $ 1 | |||
Payment of underwriting discount | $ 9,660 | $ 5,520 | $ 5,520 | |
Additional fee payable | $ 9,660 | $ 9,660 | ||
Warrants expiration term | 5 years | 5 years | ||
Warrant exercisable price | $ 1 | |||
Warrants upon redemption, description | 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, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |||
Warrants Outstanding | 21,320,000 | |||
Private Placement Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Redemption price per share | $ 0.01 | $ 0.01 | ||
Share issue price per shares | $ 18 | $ 18 | ||
Warrants upon redemption, description | if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 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. | if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 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. | ||
Warrants Outstanding | 7,520,000 | |||
Public Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant exercise price per share | $ 9.20 | $ 9.20 | ||
Redemption price per share | 18 | 18 | ||
Warrant exercisable price | 9.20 | $ 9.20 | ||
Warrants upon redemption, description | 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, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |||
Warrants Outstanding | 13,800,000 | |||
Public Warrant [Member] | Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share issue price per shares | $ 9.20 | $ 9.20 | ||
Percentage of equity proceeds | 60.00% | 60.00% | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, shares issued | 27,600,000 | |||
Sale of stock price per share | $ 10 | |||
IPO [Member] | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, shares issued | 34,500,000 | 27,600,000 | ||
IPO [Member] | Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, shares issued | 3,600,000 | |||
Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant exercise price per share | $ 11.50 | $ 0.0001 | $ 0.0001 | |
Warrant exercisable price | $ 11.50 | $ 0.0001 | $ 0.0001 |
Initial Public Offering - Summa
Initial Public Offering - Summary of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheet (Details) - USD ($) | Feb. 13, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||||||
Gross proceeds from IPO | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | ||
Proceeds allocated to Public Warrants | $ 6,124,880 | $ (11,086,400) | 19,769,680 | 1,705,600 | (7,813,200) | |
Ordinary share issuance costs | $ (5,998,175) | (5,998,175) | ||||
Accretion of carrying value to redemption value | 33,015,607 | |||||
IPO [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Gross proceeds from IPO | 276,000,000 | 276,000,000 | ||||
Proceeds allocated to Public Warrants | (18,354,000) | (18,354,000) | ||||
Ordinary share issuance costs | (14,661,607) | (14,661,607) | ||||
Accretion of carrying value to redemption value | 33,015,607 | 33,015,607 | ||||
Class A ordinary shares subject to possible redemption | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 10, 2021 | Dec. 31, 2020 | Feb. 13, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 09, 2019 | Nov. 14, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 30, 2020 |
Shares price | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||
Ordinary shares, issued | 22,747,963 | 22,747,963 | ||||||||||||||
Warrant exercisable price | $ 1 | $ 1 | ||||||||||||||
Due to related parties | $ 55,931 | $ 840,218 | $ 85,851 | $ 840,218 | $ 55,931 | |||||||||||
Advance from Sponsor | $ 300,000 | |||||||||||||||
Repayment of Sponsor loan | $ 300,000 | 300,000 | $ 300,000 | 300,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||||||||||
Private Placement Warrant [Member] | ||||||||||||||||
Purchased to aggregate warrant | 7,520,000 | 7,520,000 | ||||||||||||||
Warrant purchase price | $ 1 | $ 1 | ||||||||||||||
Warrant exercisable price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||
Warrant transferred to related party | 940,000 | |||||||||||||||
Initial Business Combination, description | The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | ||||||||||||||
Founder Shares [Member] | ||||||||||||||||
Payment received | $ 25,000 | |||||||||||||||
Shares price | $ 0.004 | |||||||||||||||
Ordinary share par value | $ 0.0001 | |||||||||||||||
Ordinary shares, issued | 5,750,000 | |||||||||||||||
Weighted average capitalizations shares | 1,150,000 | |||||||||||||||
Trading day, description | if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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 (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. | |||||||||||||||
Founder Shares [Member] | Director [Member] | ||||||||||||||||
Shares transferred to related party | 13,000 | 718,750 | ||||||||||||||
Shares Purchase price | $ 3,125 | |||||||||||||||
Number of founder shares holding | 6,002,500 | 862,500 | ||||||||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||||||||
Number of founder shares holding | 6,002,500 | 5,031,250 | 6,002,500 | 6,015,500 | ||||||||||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Number of shares forfeited, unexercised by underwriters | 900,000 | 900,000 | ||||||||||||||
Founder Shares [Member] | Ross Haghighat [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 22,000 | |||||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||
Incurred administrative services | $ 30,000 | $ 30,000 | $ 75,862 | $ 90,000 | $ 105,862 | |||||||||||
Administrative Support Agreement [Member] | Office Space [Member] | ||||||||||||||||
Sponsor monthly payment | $ 10,000 | 10,000 | ||||||||||||||
Administrative Support Agreement [Member] | Utilities Secretarial [Member] | ||||||||||||||||
Sponsor monthly payment | 10,000 | 10,000 | ||||||||||||||
Administrative Support Agreement [Member] | Administrative Support Service [Member] | ||||||||||||||||
Sponsor monthly payment | 10,000 | 10,000 | ||||||||||||||
Working Capital Loan [Member] | ||||||||||||||||
Convertible debt | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Conversion Price | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||
Other Borrowings | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Sale of stock price per share | $ 10 | $ 10 | $ 10 |
Deferred underwriting fees payable | $ 9,660,000 | $ 9,660,000 | |
Underwriting Agreement [Member] | |||
Cash paid underwriting discount | $ 5,520,000 | $ 5,520,000 | |
Sale of stock price per share | $ 0.20 | $ 0.20 | |
Sale of stock, shares issued | 27,600,000 | 27,600,000 | |
Deferred fee underwriters price per units | $ 0.35 | $ 0.35 | |
Proceeds from deferred fee underwriters sold in public offering | 24,000,000 | 24,000,000 | |
Proceeds from deferred fee underwriters | $ 8,400,000 | $ 8,400,000 | |
Deferred underwriting fees payable | $ 9,660,000 | $ 9,660,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||
Sale of stock, shares issued | 3,600,000 | 3,600,000 | |
Proceeds from deferred fee underwriters | $ 1,260,000 | $ 1,260,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | 16 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Investments held in Trust Account | $ 277,866,660 | $ 277,845,876 | $ 277,845,876 |
Amount withdraw from interest earned on the trust account | 0 | ||
Transfers between levels | 0 | 0 | |
Money Market Funds [Member] | |||
Investments held in Trust Account | $ 277,866,660 | $ 277,845,876 | $ 277,845,876 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Schedule of Recurring Fair Values Investments Quoted Price in Active Markets for identical Assets (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account | $ 277,866,660 | $ 277,845,876 |
Liabilities: | ||
Warrant Liability | 16,850,320 | 36,620,000 |
Fair Value, Net Asset (Liability) | 16,850,320 | 36,620,000 |
Financial Liabilities Fair Value Disclosure | 36,620,000 | |
Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 10,902,000 | 23,460,000 |
Public Warrants [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Financial Liabilities Fair Value Disclosure | 23,460,000 | |
Private Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 5,948,320 | 13,160,000 |
Private Warrants [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Financial Liabilities Fair Value Disclosure | 13,160,000 | |
Money Market Funds [Member] | ||
Assets: | ||
Investments held in Trust Account | 277,866,660 | 277,845,876 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | 277,866,660 | |
Liabilities: | ||
Fair Value, Net Asset (Liability) | 10,902,000 | 23,460,000 |
Financial Liabilities Fair Value Disclosure | 23,460,000 | |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 10,902,000 | 23,460,000 |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Financial Liabilities Fair Value Disclosure | 23,460,000 | |
Quoted Prices In Active Markets (Level 1) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Investments held in Trust Account | 277,866,660 | 277,845,876 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Fair Value, Net Asset (Liability) | 5,948,320 | 13,160,000 |
Financial Liabilities Fair Value Disclosure | 13,160,000 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Financial Liabilities Fair Value Disclosure | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 5,948,320 | 13,160,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Financial Liabilities Fair Value Disclosure | 13,160,000 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Investments held in Trust Account |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of fair value measurements inputs (Detail) | Sep. 30, 2021yr | Dec. 31, 2020yr | Sep. 30, 2020yr | Jun. 30, 2020yr | Mar. 31, 2020yr | Feb. 13, 2020yr |
Private Placement Warrants [Member] | Risk-free interest rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.0104 | 0.0047 | 0.0035 | 0.0037 | 0.005 | 0.0148 |
Private Placement Warrants [Member] | Expected term (years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 | 5 | 5 | 5 | 5 |
Private Placement Warrants [Member] | Expected volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.130 | 0.220 | 0.210 | 0.150 | 0.17 | 0.220 |
Private Placement Warrants [Member] | Dividend yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 | 0 | 0 | 0 |
Private Placement Warrants [Member] | Exercise price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | 11.50 | 11.50 | 11.5 | 11.5 |
Private Placement Warrants [Member] | Asset Price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 9.97 | 10.48 | 9.83 | 9.82 | 9.46 | 9.48 |
Public Warrant [Member] | Risk-free interest rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.005 | 0.0148 | ||||
Public Warrant [Member] | Expected term (years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 | ||||
Public Warrant [Member] | Expected volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.170 | 0.220 | ||||
Public Warrant [Member] | Dividend yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||||
Public Warrant [Member] | Exercise price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | ||||
Public Warrant [Member] | Asset Price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 9.46 | 9.48 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Summary of Change in Fair Value of Warrant Liabilities (Detail) - Fair Value, Recurring [Member] - USD ($) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 36,620,000 | $ 28,806,800 |
Change in valuation | (19,769,680) | 7,813,200 |
Ending balance | 16,850,320 | 36,620,000 |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 13,160,000 | 10,452,800 |
Change in valuation | (7,211,680) | 2,707,200 |
Ending balance | 5,948,320 | 13,160,000 |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 23,460,000 | 18,354,000 |
Change in valuation | (12,558,000) | 5,106,000 |
Ending balance | $ 10,902,000 | $ 23,460,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Ordinary shares subject to possible redemption | 22,747,963 | ||
Conversion description | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | ||
Percentage conversion of common shares outstanding | 20.00% | 20.00% | |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares Issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Class A Common Stock | |||
Ordinary shares, authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 0 | 4,852,037 | 0 |
Ordinary shares, outstanding | 0 | 4,852,037 | 0 |
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 | 0 |
Class B common stock | |||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 6,900,000 | 6,900,000 | 6,900,000 |
Ordinary shares, outstanding | 6,900,000 | 6,900,000 | 6,900,000 |
Voting rights | Holders are entitled to one vote for each share of Class B ordinary shares | Holders are entitled to one vote for each share of Class B ordinary shares. |
Subsequent Events - Additional
Subsequent Events - Additional Informtion (Detail) | Feb. 10, 2021shares |
Mr Segall [Member] | Founder Shares [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Shares, Issued | 13,000 |