Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | REDBALL ACQUISITION CORP. | |
Entity Central Index Key | 0001815184 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39440 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, State or Province | NY | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant | |
Trading Symbol | RBAC.U | |
Security Exchange Name | NYSE | |
Ordinary Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | RBAC | |
Security Exchange Name | NYSE | |
Entity Ordinary Shares Outstanding | 57,500,000 | |
Ordinary Class B [Member] | ||
Document Information [Line Items] | ||
Entity Ordinary Shares Outstanding | 14,375,000 | |
Redeemable warrants, each warrant exercisable for one-third of one whole Class A ordinary share at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | RBAC WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,271,186 | $ 1,601,324 |
Prepaid expenses | 265,601 | 308,554 |
Total current assets | 1,536,787 | 1,909,878 |
Investments held in Trust Account | 575,366,602 | 575,282,641 |
Total Assets | 576,903,389 | 577,192,519 |
Current liabilities: | ||
Accrued expenses | 400,808 | 105,454 |
Accounts payable | 723,288 | 726,316 |
Due to related party | 191,980 | 284,646 |
Total current liabilities | 1,316,076 | 1,116,416 |
Derivative warrant liabilities | 39,555,670 | 65,511,660 |
Deferred underwriting commissions | 20,125,000 | 20,125,000 |
Total liabilities | 60,996,746 | 86,753,076 |
Commitments and Contingencies (Note 5) | ||
Class A ordinary shares, $0.0001 par value; 51,090,664 and 48,543,944 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 510,906,640 | 485,439,440 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 4,625,706 | 30,092,651 |
Retained earnings (accumulated deficit) | 372,218 | (25,094,982) |
Total shareholder's equity | 5,000,003 | 5,000,003 |
Total Liabilities and Shareholder's Equity | 576,903,389 | 577,192,519 |
Ordinary Class A [Member] | ||
Shareholders' Equity | ||
Ordinary share, value | 641 | 896 |
Ordinary Class B [Member] | ||
Shareholders' Equity | ||
Ordinary share, value | $ 1,438 | $ 1,438 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred shares authorised | 1,000,000 | 1,000,000 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Temporary equity redemption price | $ 10 | |
Ordinary Class A [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 400,000,000 | 400,000,000 |
Ordinary shares issued | 6,409,336 | 8,956,056 |
Ordinary shares outstanding | 6,409,336 | 8,956,056 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary shares outstanding | 51,090,664 | 48,543,944 |
Temporary equity redemption price | $ 10 | $ 10 |
Ordinary Class B [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 40,000,000 | 40,000,000 |
Ordinary shares issued | 14,375,000 | 14,375,000 |
Ordinary shares outstanding | 14,375,000 | 14,375,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating expenses | |
General and administrative expenses | $ 497,751 |
Administrative expenses - related party | 75,000 |
Loss from operations | (572,751) |
Change in fair value of derivative warrant liabilities | 25,955,990 |
Net gain from investments held in Trust Account | 83,961 |
Net income | $ 25,467,200 |
Ordinary Class A [Member] | |
Operating expenses | |
Basic and diluted weighted average shares outstanding | shares | 57,500,000 |
Basic and diluted net income per ordinary share | $ / shares | $ 0 |
Ordinary Class B [Member] | |
Operating expenses | |
Net income | $ 25,400,000 |
Basic and diluted weighted average shares outstanding | shares | 14,375,000 |
Basic and diluted net income per ordinary share | $ / shares | $ 1.77 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Ordinary Class A [Member] | Ordinary Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) |
Beginning Balance at Dec. 31, 2020 | $ 5,000,003 | $ 896 | $ 1,438 | $ 30,092,651 | $ (25,094,982) |
Beginning Balance (in shares) at Dec. 31, 2020 | 8,956,056 | 14,375,000 | |||
Change in value of Class A ordinary shares subject to possible redemption | (25,467,200) | $ (255) | (25,466,945) | ||
Change in value of Class A ordinary shares subject to possible redemption (in shares) | (2,546,720) | ||||
Net loss | 25,467,200 | 25,467,200 | |||
Ending Balance at Mar. 31, 2021 | $ 5,000,003 | $ 641 | $ 1,438 | $ 4,625,706 | $ 372,218 |
Ending Balance (in shares) at Mar. 31, 2021 | 6,409,336 | 14,375,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 25,467,200 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Net gain from investments held in Trust Account | (83,961) |
Change in fair value of derivative warrant liabilities | (25,955,990) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 42,953 |
Accounts payable | (3,028) |
Accrued expenses | 295,354 |
Due to related party | (92,666) |
Net cash used in operating activities | (330,138) |
Net decrease in cash | (330,138) |
Cash - beginning of the period | 1,601,324 |
Cash - ending of the period | 1,271,186 |
Supplemental disclosure of noncash investing and financing activities: | |
Change in value of Class A ordinary shares subject to possible redemption | $ (25,466,945) |
Description Of Organization, Bu
Description Of Organization, Business Operations And Basis Of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization, Business Operations And Basis Of Presentation | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION RedBall Acquisition Corp. (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands on At March 31, 2021, the Company had not yet commenced operations. All activity for the period from June 10, 2020 (inception) through March 31, 2021 relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2020. On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,566,667 warrants at a price of $1.50 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $14.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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 Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to the Company’s management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. The Company will provide its holders of its ordinary 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply 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. 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.3 million in its operating bank account and working capital of approximately $0.2 million. The Company’s liquidity needs up to March 31, 2021 had been satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares, the loan of approximately $236,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on August 19, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited 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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report as amended on Form 10-K/A 10-K/A Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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. 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. There were no cash equivalents at March 31, 2021. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At March 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments 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. Offering costs associated with Initial Public Offering The Company complied with the requirements of the ASC 340-10-S99-1. non-operating Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 19,166,667 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, an aggregate of 51,090,664 and 48,543,944 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 28,733,334 shares of Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Company’s unaudited condensed statement method of income per share. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account, of approximately for three months ended March 31, 2021, by the weighted average number of shares of Class A ordinary shares outstanding since original issuance. Net income per share, basic and diluted for Class B ordinary shares is calculated by dividing the net income of approximately million for three months ended March 31, 2021, by the weighted average number of shares of Class B ordinary shares outstanding for the period. Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s 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 accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 Units, including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a payment of $25,000 by the Sponsor to cover for certain offering costs on behalf of the Company. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on August 17, 2020; thus, these Founder Shares were no longer subject to forfeiture. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,566,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $14.4 million. Each whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Due to Related Party During the three months ended March 31, 2021, the Sponsor paid approximately $137,000 of expenses on behalf of the Company, and the Company made repayment of approximately $230,000 to the Sponsor. The net amount of approximately $192,000 is presented as Due to related party in current liabilities as of March 31, 2021 on the balance sheet. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.50 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company agreed to pay the Sponsor a total of $25,000 per month, commencing on the date that the Company’s securities are first listed on the New York Stock Exchange, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these Executive Compensation None of the Company’s officers or directors receive cash compensation for services rendered. However, under the terms of the Company’s agreement with Richard Scudamore for his service as a director, our successful consummation of a business combination would result in the Company obliged to pay $100,000 to him. This amount has not been reflected in the balance sheet as it is contingent upon the success of a business combination. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $20.1 million in the aggregate. 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. Forward Purchase Agreements The Company has entered into forward purchase agreements (the “Forward Purchase Agreements”), pursuant to which RedBird Series 2019, LP and RedBird Series 2019 GP Co-Invest, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of March 31, 2021, the Company had 19,166,667 and 9,566,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The warrant has an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders Equity [Abstract] | |
Shareholders' Equity | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 57,500,000 Class A ordinary shares issued or outstanding, including 51,090,664 and 48,543,944 Class A ordinary shares subject to possible redemption, respectively. Class B Ordinary Shares — 40,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of March 31, 2021 and December 31, 2020, there were 14,375,000 Class B ordinary shares issued and outstanding. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one one-for-one |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other Significant Other Assets: U.S. Treasury bills (1) $ 575,365,492 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 26,066,670 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 13,489,000 Fair Value Measured as of December 31, 2020 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: U.S. Treasury bills (2) $ 575,282,641 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 43,508,330 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 22,003,330 (1) Includes $1,110 in cash (2) Includes $667 in cash Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 31, 2020, as the Public Warrants were separately listed and traded in October 2020. There were no transfers between levels for the three months ended March 31, 2021. The Company utilizes a binomial Monte-Carlo simulation and Black-Scholes model to estimate the fair value of the warrants at each reporting period, with changes in fair value recognized in the statement of operations. For the three months ended March 31, 2021, the Company recognized change in the fair value of derivative warrant liabilities of approximately $26 million as presented on the accompanying unaudited condensed statement of operations. The change in the fair value of the derivative warrant liabilities in level 3 for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Change in fair value of derivative warrant liabilities (8,514,330 ) Derivative warrant liabilities - Level 3, at March 31, 2021 $ 13,489,000 The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock 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 The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: As of March 31, 2021 As of December 31, 2020 Volatility 15% -19% 10% -25.5% Stock price $9.96 $10.54 Time to M&A 0.69 1 Risk-free rate 1.09% 0.48% Dividend yield 0.0% 0.0% |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to May 24, 2021, the date the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements which have not previously been disclosed within the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited 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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report as amended on Form 10-K/A 10-K/A |
Emerging growth company | Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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. 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. There were no cash equivalents at March 31, 2021. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At March 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. |
Offering costs associated with Initial Public Offering | Offering costs associated with Initial Public Offering The Company complied with the requirements of the ASC 340-10-S99-1. non-operating |
Derivative Warrant liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 19,166,667 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement |
Class A Ordinary Shares subject to possible redemption | Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, an aggregate of 51,090,664 and 48,543,944 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 28,733,334 shares of Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Company’s unaudited condensed statement method of income per share. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account, of approximately for three months ended March 31, 2021, by the weighted average number of shares of Class A ordinary shares outstanding since original issuance. Net income per share, basic and diluted for Class B ordinary shares is calculated by dividing the net income of approximately million for three months ended March 31, 2021, by the weighted average number of shares of Class B ordinary shares outstanding for the period. |
Income taxes | Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s 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 accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other Significant Other Assets: U.S. Treasury bills (1) $ 575,365,492 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 26,066,670 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 13,489,000 Fair Value Measured as of December 31, 2020 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: U.S. Treasury bills (2) $ 575,282,641 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 43,508,330 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 22,003,330 (1) Includes $1,110 in cash (2) Includes $667 in cash |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities in level 3 for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Change in fair value of derivative warrant liabilities (8,514,330 ) Derivative warrant liabilities - Level 3, at March 31, 2021 $ 13,489,000 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: As of March 31, 2021 As of December 31, 2020 Volatility 15% -19% 10% -25.5% Stock price $9.96 $10.54 Time to M&A 0.69 1 Risk-free rate 1.09% 0.48% Dividend yield 0.0% 0.0% |
Description Of Organization, _2
Description Of Organization, Business Operations And Basis Of Presentation - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Term of restricted investments | 185 days | ||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | ||
Equity method investment ownership percentage | 50.00% | ||
Temporary equity redemption price per share | $ 10 | ||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100.00% | ||
Number of business days after the last date for effecting business combination within which the public shares shall be redeemed | 10 days | ||
Estimated amount of expenses payable on dissolution | $ 100,000 | ||
Per share amount to be maintained in the trust account for redemption | $ 10 | ||
Cash in operating bank account | $ 1,300,000 | ||
Net working capital | $ 200,000 | ||
Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | ||
Post Business Combination Net Worth Requirement to Effect Business Combination [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Networth needed post business combination | $ 5,000,001 | ||
Ordinary Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues shares | 57,500,000 | ||
Temporary equity redemption price per share | $ 10 | $ 10 | |
Sponsor [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock shares issued during the period value for services | $ 25,000 | ||
Proceeds from related party debt | 236,000 | ||
Short term borrowings | $ 0 | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues shares | 57,500,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer gross | $ 575,000,000 | $ 575,000,000 | |
Stock issuance costs | 32,400,000 | ||
Deferred underwriting commissions payable current | $ 20,100,000 | ||
IPO [Member] | Ordinary Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of the public shareholding eligible for transfer without restriction | 20.00% | ||
Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues shares | 7,500,000 | ||
Private Placement [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Proceeds from issuance of private placement | $ 575,000,000 | ||
Class of warrants or rights number of warrants issued during the period | 9,566,667 | ||
Class of warrants or rights issue price per warrant | $ 1.50 | ||
Proceeds from issue of warrants | $ 14,400,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash insured with federal insurance corporation | $ 250,000 | |
Unrecognised tax benefits | 0 | |
Accrued interest and penalties on unrecognised tax benefits | 0 | |
Net income | 25,467,200 | |
Cash equivalents | $ 0 | |
Private Placement Warrants [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Class of Warrant or Right, Outstanding | 9,566,667 | |
Public Warrants [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Class of Warrant or Right, Outstanding | 19,166,667 | |
Ordinary Class A [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Ordinary shares subject to possible redemption | 51,090,664 | 48,543,944 |
Antidilutive securities excluded from the computation of earnings per share | 28,733,334 | |
Investment income earned in trust account net of applicable taxes | $ 84,000 | |
Ordinary Class B [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Net income | $ 25,400,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Mar. 31, 2021 |
Ordinary Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period new issues shares | 57,500,000 | |
Class of warrants or rights number of securities called by each warrant or right | 1 | |
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period new issues shares | 57,500,000 | |
Sale of stock issue price per share | $ 10 | $ 10 |
Proceeds from initial public offer gross | $ 575 | $ 575 |
Stock issuance costs | 32.4 | |
Deferred underwriting commissions payable current | $ 20.1 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period new issues shares | 7,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 10, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 17, 2020 |
Related Party Transaction [Line Items] | ||||
Related party transaction service fee per month | $ 25,000 | |||
Due to related party current | 191,980 | $ 284,646 | ||
Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses incurred | 137,000 | |||
Repayment of related party debt | 230,000 | |||
Due to related party current | 192,000 | |||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Contingent consideraion liability,business combination | 100,000 | |||
Private Placement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Warrants issue value | $ 1,500,000 | |||
Warrants issue price per warrant | $ 1.50 | |||
Number of warrants issued | 9,566,667 | |||
Proceeds from issue of warrants | $ 14,400,000 | |||
Warrant exercise price | $ 11.50 | |||
Ordinary Class A [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares issued during the period new issues shares | 57,500,000 | |||
Percent of convertible share to outstanding shares | 20.00% | |||
Share Price | $ 12 | |||
Warrant exercise price | $ 11.50 | |||
Ordinary Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares issued during the period new issues shares | 14,375,000 | |||
Proceeds from issuance of ordinary share | $ 25,000 | |||
Shares subject to forfeiture | 1,875,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Mar. 31, 2021 |
Private Placement [Member] | ||
Sale of Stock, Price Per Share | $ 10 | |
Underwriting Agreement [Member] | ||
Option to Purchase Additional Units | 7,500,000 | |
Underwriting Discount Per Unit | $ 0.20 | |
Underwriting Discount Value | $ 11.5 | |
Underwriting Commission Per Unit | $ 0.35 | |
Underwriting Commission | $ 20.1 | |
Forward Purchase Agreements [Member] | Private Placement [Member] | ||
Sale of Stock, Consideration Received on Transaction | $ 100 | |
Sale of Stock, Price Per Share | $ 10 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Shares Issued, Price Per Share | $ 18 |
Percent of gross proceeds to equity proceeds | 60.00% |
Warrant redemption price | $ 0.01 |
Share Issue Price One [Member] | |
Shares Issued, Price Per Share | $ 9.20 |
Percent of redemption trigger price to market value and issue price | 115.00% |
Share Issue Price Two [Member] | |
Percent of redemption trigger price to market value and issue price | 180.00% |
Share redemption trigger price | $ 18 |
Private Placement [Member] | |
Class of warrant or right outstanding | shares | 9,566,667 |
Warrant exercise price | $ 11.50 |
Warrant term | 5 years |
Public Warrants [Member] | |
Class of warrant or right outstanding | shares | 19,166,667 |
Shareholders Equity - Additiona
Shareholders Equity - Additional Information (Detail) - $ / shares | Jun. 10, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred shares authorised | 1,000,000 | 1,000,000 | |
Preferred shares issued | 0 | 0 | |
Preferred shares outstanding | 0 | 0 | |
Preferred Stock [Member] | |||
Preferred shares authorised | 1,000,000 | ||
Preferred shares issued | 0 | ||
Preferred shares outstanding | 0 | ||
Common Class A [Member] | |||
Ordinary shares authorised | 400,000,000 | 400,000,000 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 6,409,336 | 8,956,056 | |
Shares issued during the period new issues shares | 57,500,000 | ||
Ordinary shares outstanding | 6,409,336 | 8,956,056 | |
Temporary Equity, Shares Outstanding | 51,090,664 | 48,543,944 | |
Percent of convertible share to outstanding shares | 20.00% | ||
Common Class B [Member] | |||
Ordinary shares authorised | 40,000,000 | 40,000,000 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 14,375,000 | 14,375,000 | |
Shares issued during the period new issues shares | 14,375,000 | ||
Ordinary shares outstanding | 14,375,000 | 14,375,000 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | Derivative Warrant Liabilities [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 26,066,670 | $ 43,508,330 |
Level 1 [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust Account | 575,365,492 | 575,282,641 |
Level 3 [Member] | Derivative Warrant Liabilities [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 13,489,000 | $ 22,003,330 |
Fair Value Measurements - Su_2
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) | May 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash | $ 1,300,000 | ||
US Treasury Securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash | $ 1,110 | $ 667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value of derivative warrant liabilities | $ 25,955,990 |
Warrants [Member] | Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities - Level 3, at December 31, 2020 | 22,003,330 |
Change in fair value of derivative warrant liabilities | (8,514,330) |
Derivative warrant liabilities - Level 3, at March 31, 2021 | $ 13,489,000 |
Fair Value Measurements - Su_3
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Mar. 31, 2021yr$ / shares | Dec. 31, 2020yr$ / shares |
Volatility | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.19 | 0.255 |
Volatility | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.15 | 0.10 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ / shares | $ 9.96 | $ 10.54 |
Time to M&A | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 0.69 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0109 | 0.0048 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value Level transfer amount | $ 0 |
Change in fair value of derivative warrant liabilities | $ 26 |