Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Bridgetown Holdings Ltd | |
Trading Symbol | BTWN | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001815086 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-249000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | c/o 38/F Champion Tower | |
Entity Address, Address Line Two | 3 Garden Road | |
Entity Address, City or Town | Central | |
Entity Address, Country | HK | |
City Area Code | +852 | |
Local Phone Number | 2514 8888 | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Address, Postal Zip Code | 000000 | |
Class A ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 59,499,351 | |
Class B ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 14,874,838 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 1,080,954 | $ 1,500,497 |
Prepaid expenses | 20,583 | 434,662 |
Total Current Assets | 1,101,537 | 1,935,159 |
Investments held in Trust Account | 595,382,051 | 595,120,073 |
TOTAL ASSETS | 596,483,588 | 597,055,232 |
Current liabilities | ||
Accrued expenses | 2,418,132 | 49,606 |
Accrued offering costs | 300 | |
Advances from related party | 1,317,418 | 902,517 |
Promissory note- related party | 300,000 | 300,000 |
Total Current Liabilities | 4,035,550 | 1,252,423 |
Warrant Liability | 32,913,482 | 116,156,595 |
Deferred underwriting fee payable | 17,849,805 | 17,849,805 |
Total Liabilities | 54,798,837 | 135,258,823 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 59,499,351 shares at $10.00 per share at September 30, 2021 and December 31, 2020 | 594,993,510 | 594,993,510 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 14,874,838 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 1,487 | 1,487 |
Accumulated deficit | (53,310,246) | (133,198,588) |
Total Shareholders’ Deficit | (53,308,759) | (133,197,101) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 596,483,588 | $ 597,055,232 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Subject to possible redemption | 59,499,351 | 59,499,351 |
Redemption per share (in Dollars per share) | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |
Ordinary shares, shares authorized | 200,000,000 | |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 14,874,838 | 14,874,838 |
Ordinary shares, shares outstanding | 14,874,838 | 14,874,838 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ 1,042,547 | $ 742 | $ 5,742 | $ 3,616,749 |
Loss from operations | (1,042,547) | (742) | (5,742) | (3,616,749) |
Other income: | ||||
Change in fair value of warrant liability | 21,329,607 | 83,243,113 | ||
Interest earned on marketable securities held in Trust Account | 47,941 | 261,978 | ||
Total other income | 21,377,548 | 83,505,091 | ||
Net income (loss) | $ 20,335,001 | $ (742) | $ (5,742) | $ 79,888,342 |
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares) | 59,499,351 | 59,499,351 | ||
Basic and diluted net income (loss) per share, Class A ordinary shares (in Dollars per share) | $ 0.27 | $ 1.07 | ||
Basic and diluted weighted average shares outstanding of Class B ordinary shares – basic and diluted (in Shares) | 14,874,838 | 13,750,000 | 13,750,000 | 14,874,838 |
Basic and diluted net income (loss) per share, Class B ordinary shares (in Dollars per share) | $ 0.27 | $ 1.07 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholder’s Equity (Deficit) (Unaudited) - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at May. 27, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | |||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 1 | ||||
Net income (Loss) | (5,000) | (5,000) | |||
Balance at Jun. 30, 2020 | (5,000) | (5,000) | |||
Balance (in Shares) at Jun. 30, 2020 | 1 | ||||
Cancellation of Class B ordinary shares | |||||
Cancellation of Class B ordinary shares (in Shares) | (1) | ||||
Issuance of Class B ordinary shares to Sponsor | $ 1,581 | 23,419 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 15,812,500 | ||||
Net income (Loss) | (742) | (742) | |||
Balance at Sep. 30, 2020 | $ 1,581 | 23,419 | (5,742) | 19,258 | |
Balance (in Shares) at Sep. 30, 2020 | 15,812,500 | ||||
Balance at Dec. 31, 2020 | $ 1,487 | (133,198,588) | (133,197,101) | ||
Balance (in Shares) at Dec. 31, 2020 | 14,874,838 | ||||
Net income (Loss) | 41,950,401 | 41,950,401 | |||
Balance at Mar. 31, 2021 | $ 1,487 | (91,248,187) | (91,246,700) | ||
Balance (in Shares) at Mar. 31, 2021 | 14,874,838 | ||||
Net income (Loss) | 17,602,940 | 17,602,940 | |||
Balance at Jun. 30, 2021 | $ 1,487 | (73,645,247) | (73,643,760) | ||
Balance (in Shares) at Jun. 30, 2021 | 14,874,838 | ||||
Net income (Loss) | 20,335,001 | 20,335,001 | |||
Balance at Sep. 30, 2021 | $ 1,487 | $ (53,310,246) | $ (53,308,759) | ||
Balance (in Shares) at Sep. 30, 2021 | 14,874,838 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (5,742) | $ 79,888,342 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liability | (83,243,113) | |
Interest earned on marketable securities held in Trust Account | (261,978) | |
Payment of formation costs through advances from related party | 5,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 414,079 | |
Accrued expenses | 2,368,526 | |
Net cash used in operating activities | (742) | (834,144) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |
Advances from related party | 414,901 | |
Proceeds from promissory note - related party | 197,500 | |
Payments of offering costs | (166,385) | (300) |
Net cash provided by financing activities | 56,115 | 414,601 |
Net Change in Cash | 55,373 | (419,543) |
Cash – Beginning | 1,500,497 | |
Cash – Ending | 55,373 | 1,080,954 |
Non-Cash Investing and Financing Activities: | ||
Offering costs included in accrued offering costs | 76,472 | |
Offering costs paid through promissory note | $ 86,604 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Bridgetown Holdings Limited (the “Company”) was incorporated in the Cayman Islands on May 27, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 15, 2020. On October 20, 2020 the Company consummated the Initial Public Offering of 55,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $550,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Bridgetown LLC (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 5. On October 29, 2020, the Company consummated the sale of an additional 4,499,351 Units, at $10.00 per Unit, and the sale of an additional 449,936 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $45,668,412. Transaction costs amounted to $26,628,771, consisting of $8,174,902 of underwriting fees, net of $2,724,968 reimbursed from the underwriters (see Note 6), $17,849,805 of deferred underwriting fees and $604,064 of other offering costs. Following the closing of the Initial Public Offering on October 20, 2020 and the partial exercise of the underwriters over-allotment on October 29, 2020, an amount of $594,993,510 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and was invested 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”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. 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. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general 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. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding public shares. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company may waive this restriction in its sole discretion. The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination by October 20, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. The Company will have until October 20, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed 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, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company 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 and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Consideration As of September 30, 2021, the Company had $1,080,954 in its operating bank accounts, $595,382,051 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $2,934,013. The Company intends to complete a Business Combination by October 20, 2022. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company has until October 20, 2022, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises 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 October 20, 2022. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should revise its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet and Form 10-Q’s will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B 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 (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results as a result of this reclassification. The impact of the revision on the Company’s financial statements is reflected in the following table. As Previously Adjustment As Revised Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 456,796,400 $ 138,197,110 $ 594,993,510 Class A ordinary shares $ 1,382 $ (1,382 ) $ — Additional paid-in capital $ 95,422,007 $ (95,422,007 ) $ — Retained earnings $ (90,424,867 ) $ (42,773,721 ) $ (133,198,588 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (138,197,110 ) $ (133,197,101 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on June 24, 2021 The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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 statements, 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. 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 and December 31, 2020. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The public warrants for periods where no observable traded price was available are valued using a Monte Carlo Simulation. The Private Placement Warrants are valued using a Modified Black Scholes Model. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 594,993,510 Less: Proceeds allocated to Public Warrants $ (19,833,117 ) Class A ordinary shares issuance costs (25,802,087 ) Plus: Accretion of carrying value to redemption value $ 45,635,204 Class A ordinary shares subject to possible redemption $ 594,993,510 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $26,628,771, of which $25,802,087 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $826,648 were expensed to the statement of operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered 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. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares are excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,283,053 Class A ordinary shares in the aggregate. For the respective periods ending September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended September 30, 2020 Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 16,268,001 $ 4,067,000 $ — (742 ) $ 63,910,673 $ 15,977,669 $ — $ (5,742 ) Denominator: Basic and diluted weighted average shares outstanding 59,499,351 14,874,838 — 13,750,000 59,499,351 14,874,838 — 13,750,000 Basic and diluted net income (loss) per ordinary share $ 0.27 $ 0.27 $ — — $ 1.07 $ 1.07 $ — $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). 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. 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.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Proposed Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 59,499,351 Units, at a purchase price of $10.00 per Unit, inclusive of 4,499,351 Units sold to the underwriters on October 29, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In July 2020, the Sponsor purchased 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 20, 2020, the Company declared a share dividend of one share for each Class B ordinary share in issue, on September 22, 2020, the Company effected a share dividend of 1.5 shares for each Class B ordinary share in issue and on October 13, 2020, the Company effected a share dividend of 0.1 shares for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 15,812,500 Founder Shares. On September 22, 2020, the Sponsor transferred 1,819,875 Founder Shares to the Company’s Chief Executive Officer, 575,000 Founder Shares to an affiliate of the Sponsor and 5,000 Founder Shares to each of the Company’s independent directors and a senior advisor. All share and per-share amounts have been retroactively restated to reflect the share transactions. The Founder Shares included an aggregate of up to 2,062,500 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on October 29, 2020 and the forfeiture of the remaining over-allotment option, a total of 1,124,838 Founder Shares are no longer subject to forfeiture and 937,662 Founder Shares were forfeited, resulting in an aggregate of 14,874,838 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. On October 29, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 449,936 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $674,902. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Advances from Related Party As of September 30, 2021 and December 31, 2020, the Sponsor paid for certain offering and other operating costs on behalf of the Company in connection with the Initial Public Offering amounting to $1,317,418 and $902,517, respectively. The advances are non-interest bearing and due on demand. Promissory Note — Related Party On July 9, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there was $300,000 outstanding under the Promissory Note, which is currently due on demand. Related Party 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021 and December 31 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of 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. Registration Rights Pursuant to a registration and shareholders rights agreement entered into on October 15, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. In addition, if affiliates of the Sponsor acquire Units in the Initial Public Offering they would become affiliates (as defined in the Securities Act) of the Company following the Initial Public Offering and any securities they acquire will be control securities under Rule 144 and may not be resold unless pursuant to an effective registration statement or exemption from registration under the Securities Act. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.30 per Unit, or $17,849,805 in the aggregate. A portion of such amount, not to exceed 25% of the total amount of the deferred underwriting commissions held in the Trust Account, may be re-allocated or paid to affiliated or unaffiliated third parties that assist the Company in consummating a Business Combination. The election to re-allocate or make any such payments to affiliated or unaffiliated third parties will be solely at the discretion of the Company’s management team, and such unaffiliated third parties will be selected by the management team in their sole and absolute discretion. 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. The Company may, in its sole discretion, pay up to an additional 1.25% in the aggregate of deferred underwriting commissions to one or more of the underwriters based on the underwriters’ performance during the Business Combination process. In connection with the closing of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option on October 29, 2020, the underwriters paid the Company an aggregate of $2,724,968 to reimburse certain of the Company’s expenses and fees in connection with the Initial Public Offering. Such fee represented an amount equal to 0.5% of the gross proceeds of the Initial Public Offering, after deducting the greater of $50 million and 35% of the gross proceeds of the Initial Public Offering to the extent received from Units purchased by the Sponsor or its affiliates and certain investors identified by the Sponsor to the underwriters. FWD, an affiliate of the Sponsor, purchased an aggregate of $50,000,000 of the Units in the Initial Public Offering. The underwriters did not receive any upfront cash underwriting commissions on such Units. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. Unless otherwise provided in a Business Combination, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 8 — WARRANTS Warrants— The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination, the Company will use its best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall has failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at 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, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 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 (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS At September 30, 2021, assets held in the Trust Account were comprised of $98 in cash and $595,381,953 in U.S. Treasury securities. At December 31, 2020, assets held in the Trust Account were comprised of $2,288 in cash and $595,117,785 in U.S. Treasury securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at September 30, 2021 and December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value September 30, 2021 U.S. Treasury Securities (Mature on 8/10/2021) 1 $ 595,381,953 $ (9,677 ) $ 595,372,276 December 31, 2020 U.S. Treasury Securities (Mature on 4/22/2021) 1 $ 595,117,785 $ 58,339 $ 595,176,124 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 24,593,065 $ 87,067,384 Warrant Liability – Private Placement Warrants 3 $ 8,320,417 $ 29,089,211 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The measurement of the Public Warrants as of September 30, 2021 and December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the Private Placement Warrants was estimated at September 30, 2021 and December 31, 2020 to be $1.29 and $4.51, respectively, using the modified Black-Scholes option pricing model and the following assumptions: September 30, December 31, Risk-free interest rate 1.13 % 0.47 % Time to expiration, in Years 5.75 5.25 Expected volatility 17.8 % 19.4 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.81 $ 15.48 The following table presents the changes in the fair value of Private Placement Warrant liability: Private Fair value as of December 31, 2020 $ 29,089,211 Change in valuation inputs or other assumptions (20,768,794 ) Fair value as of September 30, 2021 $ 8,320,417 There were no transfers in or out of Level 3 during the three and nine months ended September 30, 2021. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — 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 issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on June 24, 2021 The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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 statements, 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. 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 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The public warrants for periods where no observable traded price was available are valued using a Monte Carlo Simulation. The Private Placement Warrants are valued using a Modified Black Scholes Model. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 594,993,510 Less: Proceeds allocated to Public Warrants $ (19,833,117 ) Class A ordinary shares issuance costs (25,802,087 ) Plus: Accretion of carrying value to redemption value $ 45,635,204 Class A ordinary shares subject to possible redemption $ 594,993,510 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $26,628,771, of which $25,802,087 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $826,648 were expensed to the statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered 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. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares are excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,283,053 Class A ordinary shares in the aggregate. For the respective periods ending September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended September 30, 2020 Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 16,268,001 $ 4,067,000 $ — (742 ) $ 63,910,673 $ 15,977,669 $ — $ (5,742 ) Denominator: Basic and diluted weighted average shares outstanding 59,499,351 14,874,838 — 13,750,000 59,499,351 14,874,838 — 13,750,000 Basic and diluted net income (loss) per ordinary share $ 0.27 $ 0.27 $ — — $ 1.07 $ 1.07 $ — $ — |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● 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. |
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.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
Schedule of revision on the company’s financial statements | As Previously Adjustment As Revised Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 456,796,400 $ 138,197,110 $ 594,993,510 Class A ordinary shares $ 1,382 $ (1,382 ) $ — Additional paid-in capital $ 95,422,007 $ (95,422,007 ) $ — Retained earnings $ (90,424,867 ) $ (42,773,721 ) $ (133,198,588 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (138,197,110 ) $ (133,197,101 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of the Class A ordinary shares reflected in the condensed balance sheets | Gross proceeds $ 594,993,510 Less: Proceeds allocated to Public Warrants $ (19,833,117 ) Class A ordinary shares issuance costs (25,802,087 ) Plus: Accretion of carrying value to redemption value $ 45,635,204 Class A ordinary shares subject to possible redemption $ 594,993,510 |
Schedule of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended September 30, 2020 Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 16,268,001 $ 4,067,000 $ — (742 ) $ 63,910,673 $ 15,977,669 $ — $ (5,742 ) Denominator: Basic and diluted weighted average shares outstanding 59,499,351 14,874,838 — 13,750,000 59,499,351 14,874,838 — 13,750,000 Basic and diluted net income (loss) per ordinary share $ 0.27 $ 0.27 $ — — $ 1.07 $ 1.07 $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of company’s assets that are measured at fair value on a recurring basis | Held-To-Maturity Level Amortized Gross Fair Value September 30, 2021 U.S. Treasury Securities (Mature on 8/10/2021) 1 $ 595,381,953 $ (9,677 ) $ 595,372,276 December 31, 2020 U.S. Treasury Securities (Mature on 4/22/2021) 1 $ 595,117,785 $ 58,339 $ 595,176,124 |
Schedule of company’s liabilities that are measured at fair value on a recurring basis | Description Level September 30, December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 24,593,065 $ 87,067,384 Warrant Liability – Private Placement Warrants 3 $ 8,320,417 $ 29,089,211 |
Schedule of fair value of private placement warrants | September 30, December 31, Risk-free interest rate 1.13 % 0.47 % Time to expiration, in Years 5.75 5.25 Expected volatility 17.8 % 19.4 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.81 $ 15.48 |
Schedule of fair value of private placement warrant liability | Private Fair value as of December 31, 2020 $ 29,089,211 Change in valuation inputs or other assumptions (20,768,794 ) Fair value as of September 30, 2021 $ 8,320,417 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 29, 2020 | Oct. 20, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Share price per unit (in Dollars per share) | $ 10 | |||
Additional units (in Shares) | 4,499,351 | |||
Total gross proceeds | $ 45,668,412 | |||
Transaction costs | $ 26,628,771 | |||
Underwriting fees | 8,174,902 | |||
Net of reimbursed from underwriters | 2,724,968 | |||
Deferred underwriting fees | 17,849,805 | |||
Other costs | $ 604,064 | |||
Minimum percentage of trust account required for business combination | 80.00% | |||
Net tangible assets | $ 5,000,001 | |||
Aggregate public shares, percentage | 15.00% | |||
Redeem public shares, percentage | 100.00% | |||
Dissolution expenses | $ 100,000 | |||
Public offering price (in Dollars per share) | $ 9.81 | $ 15.48 | ||
Advances from related party | $ 1,317,418 | $ 902,517 | ||
Working capital deficiency | $ 2,934,013 | |||
Sponsor [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Public share held in the trust account (in Dollars per share) | $ 10 | |||
Cover certain expenses | $ 1,080,954 | |||
Advances from related party | $ 595,382,051 | |||
Business Combination [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Percentage of outstanding voting securities | 50.00% | |||
Business combination per public share (in Dollars per share) | $ 10 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Initial public offering units (in Shares) | 55,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Gross proceeds from private placement | $ 550,000,000 | |||
Public offering price (in Dollars per share) | $ 10 | |||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Share price per unit (in Dollars per share) | $ 1.5 | |||
Additional units (in Shares) | 449,936 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of warrants (in Shares) | 6,000,000 | |||
Share price per unit (in Dollars per share) | $ 1.5 | |||
Gross proceeds | $ 9,000,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Gross proceeds from private placement | $ 594,993,510 | |||
Share price per unit (in Dollars per share) | $ 10 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) | Sep. 30, 2021USD ($)$ / shares |
Revision of Previously Issued Financial Statements (Details) [Line Items] | |
Net tangible assets | $ | $ 5,000,001 |
Class A Ordinary Shares [Member] | |
Revision of Previously Issued Financial Statements (Details) [Line Items] | |
Redemption value of price per share | $ / shares | $ 10 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements (Details) - Schedule of revision on the company’s financial statements | 12 Months Ended |
Dec. 31, 2020USD ($) | |
As Previously Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Class A ordinary shares subject to possible redemption | $ 456,796,400 |
Class A ordinary shares | 1,382 |
Additional paid-in capital | 95,422,007 |
Retained earnings | (90,424,867) |
Total Shareholders’ Equity (Deficit) | 5,000,009 |
Adjustment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Class A ordinary shares subject to possible redemption | 138,197,110 |
Class A ordinary shares | (1,382) |
Additional paid-in capital | (95,422,007) |
Retained earnings | (42,773,721) |
Total Shareholders’ Equity (Deficit) | (138,197,110) |
As Revised [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Class A ordinary shares subject to possible redemption | 594,993,510 |
Class A ordinary shares | |
Additional paid-in capital | |
Retained earnings | (133,198,588) |
Total Shareholders’ Equity (Deficit) | $ (133,197,101) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ 26,628,771 |
Class A Ordinary Shares | 26,283,053 |
Federal depository insurance coverage | 250,000 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | 25,802,087 |
Offering cost expense | $ 826,648 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of the Class A ordinary shares reflected in the condensed balance sheets | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of the Class A ordinary shares reflected in the condensed balance sheets [Abstract] | |
Gross proceeds | $ 594,993,510 |
Less: | |
Proceeds allocated to Public Warrants | (19,833,117) |
Class A ordinary shares issuance costs | (25,802,087) |
Plus: | |
Accretion of carrying value to redemption value | 45,635,204 |
Class A ordinary shares subject to possible redemption | $ 594,993,510 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Class A | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share [Line Items] | ||||
Allocation of net income (loss), as adjusted | $ 16,268,001 | $ 63,910,673 | ||
Basic and diluted weighted average shares outstanding | 59,499,351 | 59,499,351 | ||
Basic and diluted net income (loss) per ordinary share | $ 0.27 | $ 1.07 | ||
Class B | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share [Line Items] | ||||
Allocation of net income (loss), as adjusted | $ 4,067,000 | $ (742) | $ (5,742) | $ 15,977,669 |
Basic and diluted weighted average shares outstanding | 14,874,838 | 13,750,000 | 13,750,000 | 14,874,838 |
Basic and diluted net income (loss) per ordinary share | $ 0.27 | $ 1.07 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Class A Ordinary Shares [Member] - $ / shares | 1 Months Ended | |
Oct. 29, 2020 | Sep. 30, 2021 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock units | 59,499,351 | |
Purchase price per unit | $ 10 | |
Share price | $ 11.5 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock units | 4,499,351 | |
Purchase price per unit | $ 1.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 13, 2020 | Oct. 29, 2020 | Sep. 22, 2020 | Jul. 31, 2020 | Jul. 20, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jul. 09, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of warrants | 4,499,351 | |||||||
Share price (in Dollars per share) | $ 10 | |||||||
Offering and other operating costs (in Dollars) | $ 902,517 | $ 1,317,418 | ||||||
Aggregate principal amount (in Dollars) | $ 300,000 | |||||||
Outstanding promissory note amount (in Dollars) | $ 300,000 | |||||||
Warrants conversion, description | Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. | |||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 10 | |||||||
Private Placement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of warrants | 449,936 | |||||||
Purchase of warrants | 6,000,000 | |||||||
Warrants per share price (in Dollars per share) | $ 1.5 | |||||||
Aggregate purchase price (in Dollars) | $ 9,000,000 | |||||||
Share price (in Dollars per share) | $ 1.5 | |||||||
Private Placement [Member] | Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 1.5 | |||||||
Directors and Senior Advisor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares issued | 5,000 | |||||||
Class B Ordinary Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Dividend declaration description | On July 20, 2020, the Company declared a share dividend of one share for each Class B ordinary share in issue, on September 22, 2020, the Company effected a share dividend of 1.5 shares for each Class B ordinary share in issue and on October 13, 2020, the Company effected a share dividend of 0.1 shares for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 15,812,500 Founder Shares. | |||||||
Shares issued | 15,812,500 | |||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of warrants | 2,875,000 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate price (in Dollars) | $ 25,000 | |||||||
Shares subject to forfeiture | 937,662 | |||||||
Issued and outstanding shares, percentage | 20.00% | |||||||
Shares are no longer subject to forfeiture | 1,124,838 | |||||||
Founder shares issued and outstanding | 14,874,838 | |||||||
Proposed stockholders, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares subject to forfeiture | 2,062,500 | |||||||
Founder Shares [Member] | Chief Executive Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares issued | 575,000 | |||||||
Sponsor transferred shares | 1,819,875 | |||||||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of shares | 449,936 | |||||||
Share price (in Dollars per share) | $ 1.5 | |||||||
Aggregate purchase price (in Dollars) | $ 674,902 | |||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 11.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 29, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Per share unit | $ 0.3 | |
Deferred underwriters fee | $ 17,849,805 | |
Deferred underwriting commission percentage | 25.00% | |
Additional deferred underwriting commission | 1.25% | |
Initial Public Offering [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriters aggregate reimburse | $ 2,724,968 | |
Gross proceeds percentage | 0.50% | |
Initial Public Offering [Member] | Sponsor [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Gross proceeds percentage | 35.00% | |
Gross proceed | $ 50,000,000 | |
Fair value of units purchased | $ 50,000,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Details) [Line Items] | ||
Preference stock shares authorized | 1,000,000 | 1,000,000 |
Preference stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Business Combination , description | the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | |
Class A Ordinary Shares [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock shares authorized | 200,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | |
Subject to possible redemption | 59,499,351 | 59,499,351 |
Class B Ordinary Shares [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 14,874,838 | 14,874,838 |
Warrants (Details)
Warrants (Details) | 9 Months Ended | |
Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares | |
Warrants (Details) [Line Items] | ||
Warrants expire | 5 years | |
Ordinary shares price per share | $ 9.81 | $ 15.48 |
Initial business combination, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Public warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants price per share | $ 0.01 | |
Redemption of warrant notice period | 30 days | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants (Details) [Line Items] | ||
Trading days | 20 | |
Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants (Details) [Line Items] | ||
Trading days | 30 | |
Class A Ordinary Shares [Member] | Public warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Ordinary shares price per share | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) [Line Items] | ||
Fair value of private placement per warrant (in Dollars per share) | $ 1.29 | $ 4.51 |
Cash [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | $ 98 | $ 2,288 |
U.S. Treasury Securities [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | $ 595,381,953 | $ 595,117,785 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis - Level 1 [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
U.S. Treasury Securities (Mature on 8/10/2021) [Member] | ||
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis [Line Items] | ||
Amortized Cost | $ 595,381,953 | |
Gross Holding Gain | (9,677) | |
Fair Value | $ 595,372,276 | |
U.S. Treasury Securities (Mature on 4/22/2021) [Member] | ||
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis [Line Items] | ||
Amortized Cost | $ 595,117,785 | |
Gross Holding Gain | 58,339 | |
Fair Value | $ 595,176,124 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of company’s liabilities that are measured at fair value on a recurring basis - USD ($) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Level 1 [Member] | Warrant Liability – Public Warrants [Member] | ||
Liabilities: | ||
Liabilities | $ 87,067,384 | $ 24,593,065 |
Level 3 [Member] | Warrant Liability – Private Placement Warrants [Member] | ||
Liabilities: | ||
Liabilities | $ 29,089,211 | $ 8,320,417 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of private placement warrants - $ / shares | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Schedule of fair value of private placement warrants [Abstract] | ||
Risk-free interest rate | 0.47% | 1.13% |
Time to expiration, in Years | 5 years 3 months | 5 years 9 months |
Expected volatility | 19.40% | 17.80% |
Exercise price | $ 11.5 | $ 11.5 |
Stock Price | $ 15.48 | $ 9.81 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of private placement warrant liability - Private Placement [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of fair value of private placement warrant liability [Line Items] | |
Fair value as of December 31, 2020 | $ 29,089,211 |
Change in valuation inputs or other assumptions | (20,768,794) |
Fair value as of September 30, 2021 | $ 8,320,417 |