Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | RedBall Acquisition Corp. |
Entity Central Index Key | 0001815184 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,271,186 | $ 1,601,324 |
Prepaid expenses | 228,726 | 308,554 |
Total current assets | 1,499,912 | 1,909,878 |
Investments held in Trust Account | 575,358,853 | 575,282,641 |
Total Assets | 576,858,765 | 577,192,519 |
Current liabilities: | ||
Accrued expenses | 451,433 | 105,454 |
Accounts payable | 929,901 | 726,316 |
Due to related party | 424,531 | 284,646 |
Total current liabilities | 1,805,865 | 1,116,416 |
Derivative warrant liabilities | 31,127,670 | 65,511,660 |
Deferred underwriting commissions | 20,125,000 | 20,125,000 |
Total liabilities | 53,058,535 | 86,753,076 |
Commitments and Contingencies (Note 5) | ||
Class A ordinary shares, $0.0001 par value; 51,880,022 and 48,543,944 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 518,800,220 | 485,439,440 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 0 | 30,092,651 |
Retained earnings (accumulated deficit) | 4,998,010 | (25,094,982) |
Total shareholders' equity | 5,000,010 | 5,000,003 |
Total Liabilities and Shareholders' Equity | 576,858,765 | 577,192,519 |
Ordinary Class A [Member] | ||
Shareholders' Equity | ||
Ordinary share, value | 562 | 896 |
Ordinary Class B [Member] | ||
Shareholders' Equity | ||
Ordinary share, value | $ 1,438 | $ 1,438 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred shares par or stated value per share | $ 0.0001 | $ 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 | $ 10 | |
Ordinary Class A [Member] | |||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | 0.0001 |
Ordinary shares authorised | 400,000,000 | 400,000,000 | |
Ordinary shares issued | 5,619,978 | 8,956,056 | |
Ordinary shares outstanding | 5,619,978 | 8,956,056 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | 0.0001 |
Temporary shares outstanding | 51,880,022 | 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 | $ 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 Statements of Operati
Condensed Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Operating expenses | ||||
General and administrative expenses | $ 23,662 | $ 451,664 | $ 949,415 | $ 1,218,472 |
Administrative expenses—related party | 0 | 75,000 | 150,000 | 111,291 |
Loss from operations | (23,662) | (526,664) | (1,099,415) | (1,329,763) |
Change in fair value of derivative warrant liabilities | 0 | 8,428,000 | 34,383,990 | (22,411,660) |
Transaction costs - derivative warrant liabilities | (1,636,200) | |||
Net gain (loss) from investments held in Trust Account | 0 | (7,749) | 76,212 | 282,641 |
Net income (loss) | (23,662) | 7,893,587 | 33,360,787 | $ (25,094,982) |
Ordinary Class A [Member] | ||||
Operating expenses | ||||
Net gain (loss) from investments held in Trust Account | $ 0 | $ (7,749) | $ 76,212 | |
Basic and diluted weighted average shares outstanding | 0 | 57,500,000 | 57,500,000 | 57,500,000 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 |
Ordinary Class B [Member] | ||||
Operating expenses | ||||
Net income (loss) | $ 25.1 | |||
Basic and diluted weighted average shares outstanding | 12,500,000 | 14,375,000 | 14,375,000 | 13,753,049 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.55 | $ 2.32 | $ (1.85) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) | Total | Ordinary Class A [Member] | Ordinary Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) |
Beginning Balance at Jun. 09, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in shares) at Jun. 09, 2020 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 1,438 | 23,562 | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | 14,375,000 | ||||
Net income loss | (23,662) | (23,662) | |||
Ending Balance at Jun. 30, 2020 | 1,338 | $ 0 | $ 1,438 | 23,562 | (23,662) |
Ending Balance (in shares) at Jun. 30, 2020 | 0 | 14,375,000 | |||
Beginning Balance at Jun. 09, 2020 | 0 | $ 0 | $ 0 | 0 | 0 |
Beginning Balance (in shares) at Jun. 09, 2020 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 1,438 | 23,562 | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | 14,375,000 | ||||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 57,500,000 | ||||
Sale of units in initial public offering, less fair value of public warrants | 546,250,000 | $ 5,750 | 546,244,250 | ||
Offering costs | (30,740,575) | (30,740,575) | |||
Shares subject to possible redemption | (485,439,440) | $ (4,854) | (485,434,586) | ||
Shares subject to possible redemption (in shares) | (48,543,944) | ||||
Net income loss | (25,094,982) | (25,094,982) | |||
Ending Balance at Dec. 31, 2020 | 5,000,003 | $ 896 | $ 1,438 | 30,092,651 | (25,094,982) |
Ending Balance (in shares) at Dec. 31, 2020 | 8,956,056 | 14,375,000 | |||
Shares subject to possible redemption | (25,467,200) | $ (255) | (25,466,945) | ||
Shares subject to possible redemption (in shares) | (2,546,720) | ||||
Net income 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 | |||
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 | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 57,500,000 | ||||
Ending Balance at Jun. 30, 2021 | 5,000,010 | $ 562 | $ 1,438 | 4,998,010 | |
Ending Balance (in shares) at Jun. 30, 2021 | 5,619,978 | 14,375,000 | |||
Beginning Balance at Mar. 31, 2021 | 5,000,003 | $ 641 | $ 1,438 | 4,625,706 | 372,218 |
Beginning Balance (in shares) at Mar. 31, 2021 | 6,409,336 | 14,375,000 | |||
Shares subject to possible redemption | (7,893,580) | $ (79) | $ (4,625,706) | (3,267,795) | |
Shares subject to possible redemption (in shares) | (789,358) | ||||
Net income loss | 7,893,587 | 7,893,587 | |||
Ending Balance at Jun. 30, 2021 | $ 5,000,010 | $ 562 | $ 1,438 | $ 4,998,010 | |
Ending Balance (in shares) at Jun. 30, 2021 | 5,619,978 | 14,375,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows | 1 Months Ended | 6 Months Ended | 7 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (23,662) | $ 33,360,787 | $ (25,094,982) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
General and administrative expenses paid by related party | 10,000 | 37,791 | |
Net gain from investments held in Trust Account | (76,212) | (282,641) | |
Change in fair value of derivative warrant liabilities | 0 | (34,383,990) | 22,411,660 |
Transaction costs - derivative warrant liabilities | 1,636,200 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | 79,828 | (308,554) | |
Accounts payable | 203,585 | 726,316 | |
Accrued expenses | 13,662 | 345,979 | 20,454 |
Due to related party | 139,885 | 284,646 | |
Net cash used in operating activities | (330,138) | (569,110) | |
Cash Flows from Investing Activities: | |||
Cash deposited in Trust Account | (575,000,000) | ||
Net cash used in investing activities | (575,000,000) | ||
Cash Flows from Financing Activities: | |||
Repayment of note payable to related party | (235,986) | ||
Proceeds received from initial public offering, gross | 575,000,000 | ||
Proceeds received from private placement | 14,350,000 | ||
Offering costs paid | (11,943,580) | ||
Net cash provided by financing activities | 577,170,434 | ||
Net increase decrease in cash | (330,138) | 1,601,324 | |
Cash—beginning of the period | 0 | 1,601,324 | 0 |
Cash—end of the period | 1,271,186 | 1,601,324 | |
Supplemental disclosure of noncash investing and financing activities: | |||
Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor | 25,000 | 25,000 | |
Offering costs included in accrued expenses | 85,000 | ||
Offering costs paid through note payable - related party | 198,195 | ||
Deferred underwriting commissions | 20,125,000 | 20,125,000 | |
Initial value of Class A ordinary shares subject to possible redemption | 508,843,200 | ||
Deferred offering costs included in accrued expenses | 375,000 | ||
Deferred offering costs included in accounts payable | 25,510 | ||
Deferred offering costs included in note payable | 86,750 | ||
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor | $ 25,000 | 25,000 | |
Change in value of Class A ordinary shares subject to possible redemption | $ 33,360,780 | $ (23,403,760) |
Description Of Organization, Bu
Description Of Organization, Business Operations And Basis Of Presentation | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 RedBall Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on June 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). At June 30, 2021, the Company had not yet commenced operations. All activity for the period from June 10, 2020 (inception) through June 30, 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 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the Units as a result of the underwriters’ full exercise of their over-allotment option, at $ per Unit, generating gross proceeds of $ million, and incurring offering costs of approximately $ million, inclusive of approximately $ million in deferred underwriting commissions (Note . 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 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 24 months from the closing of the Initial Public Offering (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 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 5) 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 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 . Liquidity and Going Concern As of June 30, 2021, the Company had approximately $ million in its operating bank account and a working capital deficit of approximately $ million. The Company’s liquidity needs up to June 30, 2021 had been satisfied through the payment of $25,000 $236,000 from the Sponsor pursuant to the Note, 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 June 30, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with management’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Organization and General RedBall Acquisition Corp. (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands on June 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2020, the Company had not yet commenced operations. All activity for the period from June 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the 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 generates 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 6). 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 5). 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 the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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 per-share aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), 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 liquidation 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 the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 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 7) 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 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 December 31, 2020, the Company had approximately $1.6 million in its operating bank account and working capital of approximately $0.8 million. The Company’s liquidity needs up to December 31, 2020 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 5), 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 5). As of December 31, 2020, 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial statements | 7 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase ordinary shares that the Company issued in August 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance in August 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash 815-40, 815-40). 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Restatement As Restated Balance Sheet Total assets $ 577,192,519 $ — $ 577,192,519 Liabilities and Shareholders’ equity Total current liabilities $ 1,116,416 $ — $ 1,116,416 Deferred underwriting commissions 20,125,000 — 20,125,000 Derivative warrant liabilities — 65.511,660 65,511,660 Total liabilities 21,241,416 65,511,660 86,753,076 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 550,951,100 (65,511,660 ) 485,439,440 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 240 656 896 Class B ordinary shares - $0.0001 par value 1,438 — 1,438 Additional paid-in-capital 6,045,447 24,047,204 30,092,651 Accumulated deficit (1,047,122 ) (24,047,860 ) (25,094,982 ) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 577,192,519 $ — $ 577,192,519 Period From June 10, 2020 (Inception) Through As Previously Restatement As Restated Statement of Operations Loss from operations $ (1,329,763 ) $ — $ (1,329,763 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (22,411,660 ) (22,411,660 ) Transaction costs - derivative warrant liabilities — (1,636,200 ) (1,636,200 ) Net gain from investments held in Trust Account 282,641 — 282,641 Total other (expense) income 282,641 (24,047,860 ) (23,765,219 ) Net loss $ (1,047,122 ) $ (24,047,860 ) $ (25,094,982 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 57,500,000 — 57,500,000 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 13,753,049 — 13,753,049 Basic and Diluted net loss per Class B share $ (0.10 ) $ (1.75 ) $ (1.85 ) Period From June 10, 2020 (Inception) Through As Previously Restatement As Restated Statement of Cash Flows Net loss $ (1,047,122 ) $ (24,047,860 ) $ (25,094,982 ) Change in fair value of derivative warrant liabilities $ — 22,411,660 22,411,660 Transaction costs - derivative warrant liabilities $ — $ 1,636,200 $ 1,636,200 Initial value of Class A common stock subject to possible redemption $ 551,943,200 (43,100,000 ) 508,843,200 Change in fair value of Class A common stock subject to possible redemption $ (992,100 ) $ (22,411,660 ) $ (23,403,760 ) 8-K |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2. 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 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 unaudited condensed 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 as of June 30, 2021 and December 31, 2020. 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. 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 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held 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 input s Offering costs associated with Initial Public Offering costs consist of legal, accounting, underwriting fees and other incremental costs directly attributable to the Initial Public Offering. Offering costs are 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 associated with derivative warrant liabilities are expensed as incurred, presented as 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 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. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to 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 480. 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 June 30, 2021 and December 31, 2020, an aggregate of 51,880,022 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 condensed balance sheets, respectively. Net income (loss) per ordinary s The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per Class A ordinary shares subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average ordinary shares price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Six Months Ended For the Period from June 10, 2020 (inception) through June 30, 2020 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income (loss) from investments held in Trust Account $ (7,749 ) $ 76,212 $ — Less: Company’s portion available to be withdrawn to pay taxes — — — Net income (loss) attributable $ (7,749 ) $ 76,212 $ — For the Three Months Ended June 30, 2021 For the Six Months Ended J For the Period from June 10, 2020 (inception) through June 30, 2020 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding Class A ordinary shares 57,500,000 57,500,000 — Basic and diluted net income per share, Class A ordinary shares $ (0.00 ) $ 0.00 $ — Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ 7,893,587 $ 33,360,787 $ (23,662 ) Net (income)/loss allocable to Class A ordinary shares 7,749 (76,212 ) — Net income (loss) attributable $ 7,901,336 $ 33,284,575 (23,662 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding Class B ordinary shares 14,375,000 14,375,000 12,500,000 Basic and diluted net income per share, Class B ordinary shares $ 0.55 $ 2.32 $ (0.00 ) Income taxes FASB 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 unaudited condensed 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) 815-40): 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 unaudited condensed financial statements . | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from June 10, 2020 (inception) through December 31, 2020, and the unaudited interim financial statements as of, and for the quarterly period ended September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 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, 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 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 statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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 December 31, 2020. 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 December 31, 2020, 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value. 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 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and the Black-Scholes for the Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of such the Public Warrants. Offering costs associated with Initial Public Offering The Company complied with the requirements of the ASC 340-10-S99-1. non-operating 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 December 31, 2020, 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 sheet. 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 ordinary share is the same as basic loss per ordinary share for the periods presented. The Company’s statement of operations includes a presentation of income per share for ordinary share subject to redemption in a manner similar to the two-class 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 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,566,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Income taxes ASC Topic 740, “Income Taxes” 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 | NOTE 4. 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 Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 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 On June 10, 2020, our sponsor agreed to loan us up to $ 300,000 236,000 In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a business combination, we would repay the Working Capital Loans out of the proceeds of the trust account released to us. 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, we 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. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $ million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $ per warrant. The 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. To date, the Company had no borrowings under the Working Capital Loans. 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 becoming obliged to pay $ to him. This amount has not been reflected in the condensed balance sheets as it is contingent upon the success of a Business Combination. | NOTE 5. 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. In July 2020, the Sponsor transferred 30,000 founder shares to each of the Company’s independent directors at cost. In addition, in August 2020, the Sponsor transferred 30,000 founder shares to Rice, Hadley, Gates & Manuel LLC pursuant to its retainer agreement, resulting in the Sponsor holding 14,175,000 Founder Shares. 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 was 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 On June 10, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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. 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 were 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 monthly fees. The Company incurred approximately $111,000 for expenses in connection with the Administrative Support Agreement from the listing date through December 31, 2020. As of December 31, 2020, $50,000 is payable for these services and is included in the due to related party on the balance sheet. Due to Related Party During the period ended December 31, 2020, the Sponsor paid approximately $285,000 of expenses on behalf of the Company. The amount is presented as Due to related party in current liabilities as of December 31, 2020 on the balance sheet. 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 | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 Co-Invest, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | NOTE 6. 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, post-transaction board of directors’ intention to meet to consider entering into a definitive agreement for a proposed Business Combination. Each Forward Purchase Party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each Forward Purchase Party does not consent, it will not be obligated to purchase the Forward Purchase Shares. In addition, the Company has the right, in its sole discretion, to reduce the amount of Forward Purchase Shares that each Forward Purchase Party may purchase pursuant to the Forward Purchase Agreements. Risks and Uncertainties Management continues to COVID-19 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities [Abstract] | ||
Derivative Warrant Liabilities | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of June 30, 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. | NOTE 7- DERIVATIVE As of December 31, 2020, 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 | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Shareholders Equity [Abstract] | ||
Shareholders' Equity | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — 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 Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares and 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 | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of June 30, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: U.S. Treasury bills (1) $ 575,358,853 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 20,700,000 $ — $ — Derivative warrant liabilities—Private warrants $ — $ — $ 10,427,670 Fair Value Measured as of December 31, 2020 Description Quoted Prices in Active Significant Other Significant Other 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 $1,376 in cash (2) Includes $667 in cash Transfers to/from Levels 1, 2, and 3 are recognized at the beginning 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 in October 2020, as the Public Warrants were separately listed and traded in October 2020. There were no transfers between levels in the three and six months ended June 30, 2021. The Company utilizes a Black-Scholes model to estimate the fair value of the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed statement of operations. Inherent in a Black-Scholes model 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 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 The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the three and 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 Change in fair value of derivative warrant liabilities (3,061,330 ) Derivative warrant liabilities—Level 3, at June 30, 2021 $ 10,427,670 The following table provides qua n As of June 30, 2021 As of December 31, 2020 Volatility 10% -17.2% 10% - 25.5% Stock price $9.77 $10.54 Time to M&A 0.57 1 Risk-free rate 0.97% 0.48% Dividend yield 0.0% 0.0% | NOTE 9. FAIR VALUE MEASURMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Observable (Level 2) Significant Unobservable (Level 3) Assets: U.S. Treasury bills $ 575,282,641 (1) $ — $ — Liabilities: Derivative warrant liabilities $ 43,508,330 $ — $ 22,003,330 (1) 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. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently through September 30, 2020. The fair value of the Private Placement Warrants have been estimated using the Black-Scholes model initially and through December 31, 2020 measurement dates. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $22.4 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares 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 August 17, 2020 As of December 31, 2020 Volatility 10% - 25% 10% - 25.5% Stock price $9.89 - $10.12 $10.89 Time to M&A 1 1 Risk-free rate 0.39% 0.48% Dividend yield 0.0% 0.0% The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from July 20, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at June 10, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 43,100,000 Change in fair value of derivative warrant liabilities 7,270,000 Transfers of Public Warrants to Level 1 measurement (28,366,670 ) Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 |
Subsequent Events
Subsequent Events | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to 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. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 7 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | NOTE 11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2020 that has been updated to reflect the restatement and revision of the Company’s financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The Company has not amended its previously filed Quarterly Report on Form 10-Q information that has been previously filed or otherwise reported for the Affected Period is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Period contained in such previously filed report should no longer be relied upon. As of September 30, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 577,160,703 $ — $ 577,160,703 Liabilities and Shareholders’ equity Total current liabilities $ 507,793 $ — $ 507,793 Deferred underwriting commissions 20,125,000 — 20,125,000 Derivative warrant liabilities — 42,525,340 42,525,340 Total liabilities 20,632,793 42,525,340 63,158,133 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 551,527,900 (42,525,340 ) 509,002,560 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 235 425 660 Class B ordinary shares - $0.0001 par value 1,438 — 1,438 Additional paid-in-capital 5,468,653 1,061,115 6,529,768 Accumulated deficit (470,316 ) (1,061,540 ) (1,531,856 ) Total Shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and Shareholders’ equity $ 577,160,703 $ — 577,160,703 Three Months Ended September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Statement of Operations Loss from operations $ (550,943 ) $ — $ (550,943 ) Other (expense) income: Change in fair value of derivative warrant liabilities — 574,660 574,660 Transaction costs - derivative warrant liabilities — (1,636,200 ) (1,636,200 ) Interest earned on investments held in Trust Account 104,289 — 104,289 Total other (expense) income 104,289 (1,061,540 ) (957,251 ) Net loss $ (446,654 ) (1,061,540 ) (1,508,194 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 57,500,000 57,500,000 Basic and Diluted net loss per Class A share $ — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class B share $ (0.04 ) $ (0.07 ) $ (0.11 ) For the Period From June 10, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Statement of Operations Loss from operations $ (574,605 ) $ — $ (574,605 ) Other (expense) income: Change in fair value of warrant liabilities — 574,660 574,660 Transaction costs - derivative warrant liabilities — (1,636,200 ) (1,636,200 ) Interest earned on investments held in Trust Account 104,289 — 104,289 Total other (expense) income 104,289 (1,061,540 ) (957,251 ) Net loss $ (470,316 ) $ (1,061,540 ) $ (1,531,856 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 57,500,000 — 57,500,000 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 14,375,000 — 14,375,000 Basic and Diluted net loss per Class B share $ (0.04 ) $ (0.07 ) $ (0.11 ) For the Period From June 10, 2020 (Inception) Through September 30, 2020 As Previously Restatement As Restated Unaudited Statement of Cash Flows Net loss $ (470,316 ) $ (1,061,540 ) $ (1,531,856 ) Change in fair value of derivative warrant liabilities $ — (574,660 ) (574,660 ) Transaction costs - derivative warrant liabilities $ — $ 1,636,200 $ 1,636,200 Initial value of Class A common stock subject to possible redemption $ 551,943,200 (43,100,000 ) 508,843,200 Change in fair value of Class A common stock subject to possible redemption $ (415,300 ) $ 574,660 $ 159,360 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 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 | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from June 10, 2020 (inception) through December 31, 2020, and the unaudited interim financial statements as of, and for the quarterly period ended September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 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 | 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, 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 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 statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | 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 unaudited condensed 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. | Use of estimates The preparation of financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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 as of June 30, 2021 and December 31, 2020. 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. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | 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 December 31, 2020. |
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 December 31, 2020, 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 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held | 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value. 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 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 input s | 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and the Black-Scholes for the Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of such the Public Warrants. |
Offering costs associated with Initial Public Offering | Offering costs associated with Initial Public Offering costs consist of legal, accounting, underwriting fees and other incremental costs directly attributable to the Initial Public Offering. Offering costs are 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 associated with derivative warrant liabilities are expensed as incurred, presented as non-operating | 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 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. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to 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 480. 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 June 30, 2021 and December 31, 2020, an aggregate of 51,880,022 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 condensed balance sheets, respectively. | 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 December 31, 2020, 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 sheet. |
Net income (loss) per ordinary share | Net income (loss) per ordinary s The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per Class A ordinary shares subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average ordinary shares price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Six Months Ended For the Period from June 10, 2020 (inception) through June 30, 2020 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income (loss) from investments held in Trust Account $ (7,749 ) $ 76,212 $ — Less: Company’s portion available to be withdrawn to pay taxes — — — Net income (loss) attributable $ (7,749 ) $ 76,212 $ — For the Three Months Ended June 30, 2021 For the Six Months Ended J For the Period from June 10, 2020 (inception) through June 30, 2020 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding Class A ordinary shares 57,500,000 57,500,000 — Basic and diluted net income per share, Class A ordinary shares $ (0.00 ) $ 0.00 $ — Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ 7,893,587 $ 33,360,787 $ (23,662 ) Net (income)/loss allocable to Class A ordinary shares 7,749 (76,212 ) — Net income (loss) attributable $ 7,901,336 $ 33,284,575 (23,662 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding Class B ordinary shares 14,375,000 14,375,000 12,500,000 Basic and diluted net income per share, Class B ordinary shares $ 0.55 $ 2.32 $ (0.00 ) | 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 ordinary share is the same as basic loss per ordinary share for the periods presented. The Company’s statement of operations includes a presentation of income per share for ordinary share subject to redemption in a manner similar to the two-class |
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 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,566,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement | |
Income taxes | Income taxes FASB 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 unaudited condensed 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. | Income taxes ASC Topic 740, “Income Taxes” 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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) 815-40): 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 unaudited condensed financial statements . | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Six Months Ended For the Period from June 10, 2020 (inception) through June 30, 2020 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income (loss) from investments held in Trust Account $ (7,749 ) $ 76,212 $ — Less: Company’s portion available to be withdrawn to pay taxes — — — Net income (loss) attributable $ (7,749 ) $ 76,212 $ — For the Three Months Ended June 30, 2021 For the Six Months Ended J For the Period from June 10, 2020 (inception) through June 30, 2020 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding Class A ordinary shares 57,500,000 57,500,000 — Basic and diluted net income per share, Class A ordinary shares $ (0.00 ) $ 0.00 $ — Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ 7,893,587 $ 33,360,787 $ (23,662 ) Net (income)/loss allocable to Class A ordinary shares 7,749 (76,212 ) — Net income (loss) attributable $ 7,901,336 $ 33,284,575 (23,662 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding Class B ordinary shares 14,375,000 14,375,000 12,500,000 Basic and diluted net income per share, Class B ordinary shares $ 0.55 $ 2.32 $ (0.00 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary of Restatement of Financial Statements | As of December 31, 2020 As Restatement As Restated Balance Sheet Total assets $ 577,192,519 $ — $ 577,192,519 Liabilities and Shareholders’ equity Total current liabilities $ 1,116,416 $ — $ 1,116,416 Deferred underwriting commissions 20,125,000 — 20,125,000 Derivative warrant liabilities — 65.511,660 65,511,660 Total liabilities 21,241,416 65,511,660 86,753,076 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 550,951,100 (65,511,660 ) 485,439,440 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 240 656 896 Class B ordinary shares - $0.0001 par value 1,438 — 1,438 Additional paid-in-capital 6,045,447 24,047,204 30,092,651 Accumulated deficit (1,047,122 ) (24,047,860 ) (25,094,982 ) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 577,192,519 $ — $ 577,192,519 Period From June 10, 2020 (Inception) Through As Previously Restatement As Restated Statement of Operations Loss from operations $ (1,329,763 ) $ — $ (1,329,763 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (22,411,660 ) (22,411,660 ) Transaction costs - derivative warrant liabilities — (1,636,200 ) (1,636,200 ) Net gain from investments held in Trust Account 282,641 — 282,641 Total other (expense) income 282,641 (24,047,860 ) (23,765,219 ) Net loss $ (1,047,122 ) $ (24,047,860 ) $ (25,094,982 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 57,500,000 — 57,500,000 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 13,753,049 — 13,753,049 Basic and Diluted net loss per Class B share $ (0.10 ) $ (1.75 ) $ (1.85 ) Period From June 10, 2020 (Inception) Through As Previously Restatement As Restated Statement of Cash Flows Net loss $ (1,047,122 ) $ (24,047,860 ) $ (25,094,982 ) Change in fair value of derivative warrant liabilities $ — 22,411,660 22,411,660 Transaction costs - derivative warrant liabilities $ — $ 1,636,200 $ 1,636,200 Initial value of Class A common stock subject to possible redemption $ 551,943,200 (43,100,000 ) 508,843,200 Change in fair value of Class A common stock subject to possible redemption $ (992,100 ) $ (22,411,660 ) $ (23,403,760 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of June 30, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: U.S. Treasury bills (1) $ 575,358,853 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 20,700,000 $ — $ — Derivative warrant liabilities—Private warrants $ — $ — $ 10,427,670 Fair Value Measured as of December 31, 2020 Description Quoted Prices in Active Significant Other Significant Other 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 $1,376 in cash (2) Includes $667 in cash | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Observable (Level 2) Significant Unobservable (Level 3) Assets: U.S. Treasury bills $ 575,282,641 (1) $ — $ — Liabilities: Derivative warrant liabilities $ 43,508,330 $ — $ 22,003,330 (1) Includes $667 in cash. |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides qua n As of June 30, 2021 As of December 31, 2020 Volatility 10% -17.2% 10% - 25.5% Stock price $9.77 $10.54 Time to M&A 0.57 1 Risk-free rate 0.97% 0.48% Dividend yield 0.0% 0.0% | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: As of August 17, 2020 As of December 31, 2020 Volatility 10% - 25% 10% - 25.5% Stock price $9.89 - $10.12 $10.89 Time to M&A 1 1 Risk-free rate 0.39% 0.48% Dividend yield 0.0% 0.0% |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the three and 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 Change in fair value of derivative warrant liabilities (3,061,330 ) Derivative warrant liabilities—Level 3, at June 30, 2021 $ 10,427,670 | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from July 20, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at June 10, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 43,100,000 Change in fair value of derivative warrant liabilities 7,270,000 Transfers of Public Warrants to Level 1 measurement (28,366,670 ) Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | The financial information that has been previously filed or otherwise reported for the Affected Period is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Period contained in such previously filed report should no longer be relied upon. As of September 30, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 577,160,703 $ — $ 577,160,703 Liabilities and Shareholders’ equity Total current liabilities $ 507,793 $ — $ 507,793 Deferred underwriting commissions 20,125,000 — 20,125,000 Derivative warrant liabilities — 42,525,340 42,525,340 Total liabilities 20,632,793 42,525,340 63,158,133 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 551,527,900 (42,525,340 ) 509,002,560 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 235 425 660 Class B ordinary shares - $0.0001 par value 1,438 — 1,438 Additional paid-in-capital 5,468,653 1,061,115 6,529,768 Accumulated deficit (470,316 ) (1,061,540 ) (1,531,856 ) Total Shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and Shareholders’ equity $ 577,160,703 $ — 577,160,703 Three Months Ended September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Statement of Operations Loss from operations $ (550,943 ) $ — $ (550,943 ) Other (expense) income: Change in fair value of derivative warrant liabilities — 574,660 574,660 Transaction costs - derivative warrant liabilities — (1,636,200 ) (1,636,200 ) Interest earned on investments held in Trust Account 104,289 — 104,289 Total other (expense) income 104,289 (1,061,540 ) (957,251 ) Net loss $ (446,654 ) (1,061,540 ) (1,508,194 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 57,500,000 57,500,000 Basic and Diluted net loss per Class A share $ — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class B share $ (0.04 ) $ (0.07 ) $ (0.11 ) For the Period From June 10, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Statement of Operations Loss from operations $ (574,605 ) $ — $ (574,605 ) Other (expense) income: Change in fair value of warrant liabilities — 574,660 574,660 Transaction costs - derivative warrant liabilities — (1,636,200 ) (1,636,200 ) Interest earned on investments held in Trust Account 104,289 — 104,289 Total other (expense) income 104,289 (1,061,540 ) (957,251 ) Net loss $ (470,316 ) $ (1,061,540 ) $ (1,531,856 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 57,500,000 — 57,500,000 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 14,375,000 — 14,375,000 Basic and Diluted net loss per Class B share $ (0.04 ) $ (0.07 ) $ (0.11 ) For the Period From June 10, 2020 (Inception) Through September 30, 2020 As Previously Restatement As Restated Unaudited Statement of Cash Flows Net loss $ (470,316 ) $ (1,061,540 ) $ (1,531,856 ) Change in fair value of derivative warrant liabilities $ — (574,660 ) (574,660 ) Transaction costs - derivative warrant liabilities $ — $ 1,636,200 $ 1,636,200 Initial value of Class A common stock subject to possible redemption $ 551,943,200 (43,100,000 ) 508,843,200 Change in fair value of Class A common stock subject to possible redemption $ (415,300 ) $ 574,660 $ 159,360 |
Description Of Organization, _2
Description Of Organization, Business Operations And Basis Of Presentation - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from initial public offer gross | $ 575,000,000 | |||
Proceeds from issuance of private placement | $ 14,350,000 | |||
Class of warrants or rights issue price per warrant | $ 1.50 | |||
Term of restricted investments | 185 days | 185 days | ||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | 80.00% | ||
Equity method investment ownership percentage | 50.00% | 50.00% | ||
Temporary equity redemption price per share | $ 10 | $ 10 | ||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100.00% | 100.00% | ||
Number of business days after the last date for effecting business combination within which the public shares shall be redeemed | 10 days | 10 days | ||
Estimated amount of expenses payable on dissolution | $ 100,000 | $ 100,000 | ||
Per share amount to be maintained in the trust account for redemption | $ 10 | $ 10 | ||
Cash in operating bank account | $ 1,300,000 | $ 1,600,000 | ||
Net working capital | $ 300,000 | 800,000 | ||
Stock shares issued during the period value for services | $ 25,000 | $ 25,000 | ||
Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | 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 | $ 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 | 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 | $ 25,000 | ||
Proceeds from related party debt | 236,000 | 236,000 | ||
Short term borrowings | $ 0 | $ 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 | $ 10 | |
Proceeds from initial public offer gross | $ 575,000,000 | $ 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% | 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 | |||
Sale of stock issue price per share | $ 10 | |||
Private Placement [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of stock issue price per share | $ 10 | $ 10 | ||
Proceeds from issuance of private placement | $ 575,000,000 | $ 575,000,000 | ||
Class of warrants or rights number of warrants issued during the period | 9,566,667 | 9,566,667 | ||
Class of warrants or rights issue price per warrant | $ 1.50 | |||
Proceeds from issue of warrants | $ 14,400,000 | $ 14,400,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Detail) - USD ($) | Aug. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet | ||||||||
Total Assets | $ 576,858,765 | $ 577,160,703 | $ 577,160,703 | $ 576,858,765 | $ 577,192,519 | |||
Liabilities and Equity [Abstract] | ||||||||
Total current liabilities | 1,805,865 | 507,793 | 507,793 | 1,805,865 | 1,116,416 | |||
Deferred underwriting commissions | 20,125,000 | 20,125,000 | 20,125,000 | 20,125,000 | 20,125,000 | |||
Derivative warrant liabilities | 65,511,660 | |||||||
Total liabilities | 53,058,535 | 63,158,133 | 63,158,133 | 53,058,535 | 86,753,076 | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 518,800,220 | 509,002,560 | 509,002,560 | 518,800,220 | 485,439,440 | |||
Shareholders' equity | ||||||||
Preference shares - $0.0001 par value | 0 | 0 | 0 | 0 | 0 | |||
Additional paid-in capital | 0 | 6,529,768 | 6,529,768 | 0 | 30,092,651 | |||
Accumulated deficit | 4,998,010 | (1,531,856) | (1,531,856) | 4,998,010 | (25,094,982) | |||
Total shareholders' equity | 5,000,010 | 5,000,010 | 5,000,010 | 5,000,010 | 5,000,003 | |||
Total Liabilities and Shareholders' Equity | 576,858,765 | 577,160,703 | 577,160,703 | 576,858,765 | 577,192,519 | |||
Statement of Operations | ||||||||
Loss from operations | $ (23,662) | (526,664) | (550,943) | (574,605) | (1,099,415) | (1,329,763) | ||
Other (expense) income: | ||||||||
Change in fair value of derivative warrant liabilities | (574,660) | (22,411,660) | ||||||
Transaction costs - derivative warrant liabilities | (1,636,200) | |||||||
Net gain from investments held in Trust Account | 0 | (7,749) | 76,212 | 282,641 | ||||
Total other (expense) income | (957,251) | (957,251) | (23,765,219) | |||||
Net income (loss) | (23,662) | 7,893,587 | (1,508,194) | (1,531,856) | 33,360,787 | (25,094,982) | ||
Statement of Cash Flows | ||||||||
Net loss | (23,662) | 7,893,587 | (1,508,194) | (1,531,856) | 33,360,787 | (25,094,982) | ||
Change in fair value of derivative warrant liabilities | $ 43,100,000 | 0 | $ 0 | (8,428,000) | 574,660 | 574,660 | (34,383,990) | 22,411,660 |
Transaction costs - derivative warrant liabilities | 1,636,200 | 1,636,200 | 1,636,200 | |||||
Initial value of Class A common stock subject to possible redemption | 508,843,200 | 508,843,200 | ||||||
Change in fair value of Class A common stock subject to possible redemption | 159,360 | 33,360,780 | (23,403,760) | |||||
Ordinary Class A [Member] | ||||||||
Shareholders' equity | ||||||||
Ordinary share, value | 562 | $ 660 | $ 660 | 562 | $ 896 | |||
Other (expense) income: | ||||||||
Net gain from investments held in Trust Account | $ 0 | $ (7,749) | $ 76,212 | |||||
Weighted average ordinary shares outstanding, basic and diluted | 0 | 57,500,000 | 57,500,000 | 57,500,000 | 57,500,000 | 57,500,000 | ||
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Ordinary Class B [Member] | ||||||||
Shareholders' equity | ||||||||
Ordinary share, value | $ 1,438 | $ 1,438 | $ 1,438 | $ 1,438 | $ 1,438 | |||
Other (expense) income: | ||||||||
Net income (loss) | $ 25.1 | |||||||
Weighted average ordinary shares outstanding, basic and diluted | 12,500,000 | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 | 13,753,049 | ||
Basic and diluted net loss per ordinary share | $ 0 | $ 0.55 | $ (0.11) | $ (0.11) | $ 2.32 | $ (1.85) | ||
Statement of Cash Flows | ||||||||
Net loss | $ 25.1 | |||||||
As Previously Reported [Member] | ||||||||
Balance Sheet | ||||||||
Total Assets | $ 577,160,703 | $ 577,160,703 | 577,192,519 | |||||
Liabilities and Equity [Abstract] | ||||||||
Total current liabilities | 507,793 | 507,793 | 1,116,416 | |||||
Deferred underwriting commissions | 20,125,000 | 20,125,000 | 20,125,000 | |||||
Derivative warrant liabilities | 0 | |||||||
Total liabilities | 20,632,793 | 20,632,793 | 21,241,416 | |||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 551,527,900 | 551,527,900 | 550,951,100 | |||||
Shareholders' equity | ||||||||
Preference shares - $0.0001 par value | 0 | 0 | 0 | |||||
Additional paid-in capital | 5,468,653 | 5,468,653 | 6,045,447 | |||||
Accumulated deficit | (470,316) | (470,316) | (1,047,122) | |||||
Total shareholders' equity | 5,000,010 | 5,000,010 | 5,000,003 | |||||
Total Liabilities and Shareholders' Equity | 577,160,703 | 577,160,703 | 577,192,519 | |||||
Statement of Operations | ||||||||
Loss from operations | (550,943) | (574,605) | (1,329,763) | |||||
Other (expense) income: | ||||||||
Change in fair value of derivative warrant liabilities | 0 | |||||||
Transaction costs - derivative warrant liabilities | 0 | |||||||
Net gain from investments held in Trust Account | 282,641 | |||||||
Total other (expense) income | 104,289 | 104,289 | 282,641 | |||||
Net income (loss) | (446,654) | (470,316) | (1,047,122) | |||||
Statement of Cash Flows | ||||||||
Net loss | (446,654) | (470,316) | (1,047,122) | |||||
Change in fair value of derivative warrant liabilities | 0 | |||||||
Transaction costs - derivative warrant liabilities | 0 | |||||||
Initial value of Class A common stock subject to possible redemption | 551,943,200 | 551,943,200 | ||||||
Change in fair value of Class A common stock subject to possible redemption | (415,300) | (992,100) | ||||||
As Previously Reported [Member] | Ordinary Class A [Member] | ||||||||
Shareholders' equity | ||||||||
Ordinary share, value | $ 235 | $ 235 | $ 240 | |||||
Other (expense) income: | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 57,500,000 | 57,500,000 | 57,500,000 | |||||
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | ||||||
As Previously Reported [Member] | Ordinary Class B [Member] | ||||||||
Shareholders' equity | ||||||||
Ordinary share, value | $ 1,438 | $ 1,438 | $ 1,438 | |||||
Other (expense) income: | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 14,375,000 | 14,375,000 | 13,753,049 | |||||
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.10) | |||||
Restatement Adjustment [Member] | ||||||||
Balance Sheet | ||||||||
Total Assets | $ 0 | |||||||
Liabilities and Equity [Abstract] | ||||||||
Total current liabilities | 0 | |||||||
Deferred underwriting commissions | 0 | |||||||
Derivative warrant liabilities | 65,511,660 | |||||||
Total liabilities | 65,511,660 | |||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (65,511,660) | |||||||
Shareholders' equity | ||||||||
Preference shares - $0.0001 par value | 0 | |||||||
Additional paid-in capital | 24,047,204 | |||||||
Accumulated deficit | (24,047,860) | |||||||
Total shareholders' equity | 0 | |||||||
Total Liabilities and Shareholders' Equity | 0 | |||||||
Statement of Operations | ||||||||
Loss from operations | 0 | |||||||
Other (expense) income: | ||||||||
Change in fair value of derivative warrant liabilities | $ (574,660) | (22,411,660) | ||||||
Transaction costs - derivative warrant liabilities | (1,636,200) | |||||||
Net gain from investments held in Trust Account | 0 | |||||||
Total other (expense) income | $ (1,061,540) | (1,061,540) | (24,047,860) | |||||
Net income (loss) | (1,061,540) | (1,061,540) | (24,047,860) | |||||
Statement of Cash Flows | ||||||||
Net loss | (1,061,540) | (1,061,540) | (24,047,860) | |||||
Change in fair value of derivative warrant liabilities | 574,660 | 574,660 | 22,411,660 | |||||
Transaction costs - derivative warrant liabilities | $ 1,636,200 | 1,636,200 | 1,636,200 | |||||
Initial value of Class A common stock subject to possible redemption | (43,100,000) | (43,100,000) | ||||||
Change in fair value of Class A common stock subject to possible redemption | $ 574,660 | (22,411,660) | ||||||
Restatement Adjustment [Member] | Ordinary Class A [Member] | ||||||||
Shareholders' equity | ||||||||
Ordinary share, value | $ 656 | |||||||
Other (expense) income: | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 0 | |||||||
Basic and diluted net loss per ordinary share | $ 0 | |||||||
Restatement Adjustment [Member] | Ordinary Class B [Member] | ||||||||
Shareholders' equity | ||||||||
Ordinary share, value | $ 0 | |||||||
Other (expense) income: | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 0 | |||||||
Basic and diluted net loss per ordinary share | $ (0.07) | $ (0.07) | $ (1.75) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Parenthetical) (Detail) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Restatement [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary Class A [Member] | |||
Restatement [Line Items] | |||
Temporary Equity, Par or Stated Value Per Share | 0.0001 | 0.0001 | 0.0001 |
Common stock, par value | 0.0001 | 0.0001 | 0.0001 |
Ordinary Class B [Member] | |||
Restatement [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Restatement Of Previously Issued Financial Statements [Abstract] | ||||||||
Fair value Adjustment of warrants | $ 43,100,000 | $ 0 | $ 0 | $ (8,428,000) | $ 574,660 | $ 574,660 | $ (34,383,990) | $ 22,411,660 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Numerator: Income allocable to Class A ordinary shares | ||||||
Income (loss) from investments held in Trust Account | $ 0 | $ (7,749) | $ 76,212 | $ 282,641 | ||
Ordinary Class A [Member] | ||||||
Numerator: Income allocable to Class A ordinary shares | ||||||
Income (loss) from investments held in Trust Account | 0 | (7,749) | 76,212 | |||
Less: Company's portion available to be withdrawn to pay taxes | 0 | 0 | 0 | |||
Net income (loss) attributable | 0 | (7,749) | 76,212 | |||
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares | ||||||
Net (income)/loss allocable to Class A ordinary shares | $ 0 | $ (7,749) | $ 76,212 | |||
Denominator: weighted average ordinary shares | ||||||
Basic and diluted weighted average shares outstanding | 0 | 57,500,000 | 57,500,000 | 57,500,000 | 57,500,000 | 57,500,000 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Ordinary Class B [Member] | ||||||
Numerator: Income allocable to Class A ordinary shares | ||||||
Net income (loss) attributable | $ 0 | $ 7,749 | $ (76,212) | |||
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares | ||||||
Net income (loss) | (23,662) | 7,893,587 | 33,360,787 | |||
Net (income)/loss allocable to Class A ordinary shares | 0 | 7,749 | (76,212) | |||
Net income (loss) attributable | $ (23,662) | $ 7,901,336 | $ 33,284,575 | |||
Denominator: weighted average ordinary shares | ||||||
Basic and diluted weighted average shares outstanding | 12,500,000 | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 | 13,753,049 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.55 | $ (0.11) | $ (0.11) | $ 2.32 | $ (1.85) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash insured with federal insurance corporation | $ 250,000 | $ 250,000 | $ 250,000 | |||
Unrecognised tax benefits | 0 | 0 | 0 | |||
Accrued interest and penalties on unrecognised tax benefits | 0 | 0 | 0 | |||
Net loss | $ (23,662) | 7,893,587 | $ (1,508,194) | $ (1,531,856) | 33,360,787 | (25,094,982) |
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
IPO [Member] | Public Warrants [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Class of warrants or rights number of warrants issued during the period | 19,166,667 | |||||
Private Placement [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Class of warrants or rights number of warrants issued during the period | 9,566,667 | 9,566,667 | ||||
Ordinary Class A [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ordinary shares subject to possible redemption | 51,880,022 | 51,880,022 | 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 | $ 283,000 | |||||
Ordinary Class B [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net loss | $ 25.1 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from initial public offer gross | $ 575,000,000 | ||
Ordinary Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 57,500,000 | 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 | $ 10 |
Proceeds from initial public offer gross | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 |
Stock issuance costs | 32,400,000 | ||
Deferred underwriting commissions payable current | $ 20,100,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 7,500,000 | ||
Sale of stock issue price per share | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Aug. 31, 2020 | Aug. 19, 2020 | Jul. 31, 2020 | Jun. 10, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 17, 2020 |
Related Party Transaction [Line Items] | |||||||
Proceeds from issuance of ordinary share | $ 25,000 | ||||||
Due to Related Parties | $ 300,000 | $ 50,000 | $ 236,000 | ||||
Related party transaction service fee per month | 25,000 | ||||||
Business Combination, Contingent Consideration, Liability | 100,000 | ||||||
Due to related party | $ 424,531 | 284,646 | |||||
Contingent consideraion liability,business combination | 100,000 | ||||||
Repayment of related party debt | 235,986 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 285,000 | ||||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||
Notes Payable, Related Parties | 236,000 | ||||||
Repayment of related party debt | $ 236,000 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | 100,000 | ||||||
Contingent consideraion liability,business combination | 100,000 | ||||||
Accounts Payable [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued business combination monthly fees | 111,000 | ||||||
Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issue value | $ 1,500,000 | $ 1,500,000 | |||||
Warrants issue price per warrant | $ 1.50 | $ 1.50 | |||||
Number of warrants issued | 9,566,667 | 9,566,667 | |||||
Proceeds from issue of warrants | $ 14,400,000 | $ 14,400,000 | |||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||
Ordinary Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued during the period new issues shares | 57,500,000 | 57,500,000 | |||||
Percent of convertible share to outstanding shares | 20.00% | 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 | 30,000 | 30,000 | 14,375,000 | ||||
Proceeds from issuance of ordinary share | $ 25,000 | ||||||
Shares subject to forfeiture | 1,875,000 | 1,875,000 | |||||
Number of founder shares outstanding | 14,175,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Private Placement [Member] | |||
Sale of Stock, Price Per Share | $ 10 | $ 10 | |
Underwriting Agreement [Member] | |||
Option to Purchase Additional Units | 7,500,000 | ||
Underwriting Discount Per Unit | $ 0.20 | $ 0.20 | |
Underwriting Discount Value | $ 11.5 | $ 11.5 | |
Underwriting Commission Per Unit | $ 0.35 | $ 0.35 | |
Underwriting Commission | $ 20.1 | $ 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) - $ / shares | 6 Months Ended | 7 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Shares Issued, Price Per Share | $ 18 | $ 18 |
Percent of gross proceeds to equity proceeds | 60.00% | 60.00% |
Warrant redemption price | $ 0.01 | $ 0.01 |
Share Issue Price One [Member] | ||
Shares Issued, Price Per Share | $ 9.20 | $ 9.20 |
Percent of redemption trigger price to market value and issue price | 115.00% | 115.00% |
Share Issue Price Two [Member] | ||
Percent of redemption trigger price to market value and issue price | 180.00% | 180.00% |
Share redemption trigger price | $ 18 | $ 18 |
Private Placement [Member] | ||
Class of warrant or right outstanding | 9,566,667 | 9,566,667 |
Warrant exercise price | $ 11.50 | $ 11.50 |
Warrant term | 5 years | 5 years |
Public Warrants [Member] | ||
Class of warrant or right outstanding | 19,166,667 | 19,166,667 |
Shareholders Equity - Additiona
Shareholders Equity - Additional Information (Detail) - $ / shares | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 10, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 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 | 1,000,000 | ||||
Preferred shares issued | 0 | 0 | ||||
Preferred shares outstanding | 0 | 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 | $ 0.0001 | |||
Ordinary shares issued | 5,619,978 | 8,956,056 | ||||
Shares issued during the period new issues shares | 57,500,000 | 57,500,000 | ||||
Temporary Equity, Shares Issued | 48,543,944 | |||||
Ordinary shares outstanding | 5,619,978 | 8,956,056 | ||||
Temporary Equity, Shares Outstanding | 51,880,022 | 48,543,944 | ||||
Percent of convertible share to outstanding shares | 20.00% | 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 | $ 0.0001 | |||
Ordinary shares issued | 14,375,000 | 14,375,000 | ||||
Shares issued during the period new issues shares | 30,000 | 30,000 | 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 ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Level 1 [Member] | Derivative Warrant Liabilities [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | $ 43,508,330 | ||
Level 1 [Member] | Derivative Warrant Liabilities [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | $ 20,700,000 | 43,508,330 | |
Level 1 [Member] | US Treasury Securities [Member] | |||
Assets: | |||
Investments held in Trust Account | 575,358,853 | 575,282,641 | [1] |
Level 3 [Member] | Derivative Warrant Liabilities [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 22,003,330 | ||
Level 3 [Member] | Derivative Warrant Liabilities [Member] | Private Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | $ 10,427,670 | $ 22,003,330 | |
[1] | Includes $667 in cash. |
Fair Value Measurements - Su_2
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash | $ 1,300,000 | $ 1,600,000 |
US Treasury Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash | $ 1,376 | $ 667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Detail) - USD ($) | Aug. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Change in fair value of derivative warrant liabilities | $ (43,100,000) | $ 0 | $ 0 | $ 8,428,000 | $ (574,660) | $ (574,660) | $ 34,383,990 | $ (22,411,660) | |
Warrants [Member] | Level 3 [Member] | |||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Derivative warrant liabilities - Beginning Balance | $ 0 | 13,489,000 | $ 22,003,330 | $ 0 | 22,003,330 | 0 | |||
Issuance of Public and Private Warrants - Level 3 | 43,100,000 | ||||||||
Change in fair value of derivative warrant liabilities | (3,061,330) | (8,514,330) | 7,270,000 | ||||||
Transfers of Public Warrants to Level 1 measurement | (28,366,670) | ||||||||
Derivative warrant liabilities - Ending Balance | $ 10,427,670 | $ 13,489,000 | $ 10,427,670 | $ 22,003,330 |
Fair Value Measurements - Su_3
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Jun. 30, 2021yr$ / shares | Dec. 31, 2020yr$ / shares | Aug. 17, 2020yr$ / shares |
Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.25 | ||
Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.10 | ||
Volatility | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.255 | ||
Volatility | Maximum [Member] | Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.172 | 0.255 | |
Volatility | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.10 | ||
Volatility | Minimum [Member] | Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.10 | 0.10 | |
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.89 | ||
Stock price | Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock price | $ 9.77 | $ 10.54 | |
Stock price | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.12 | ||
Stock price | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 9.89 | ||
Time to M&A | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | yr | 1 | 1 | |
Time to M&A | Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | yr | 0.57 | 1 | |
Risk-free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0048 | 0.0039 | |
Risk-free rate | Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0097 | 0.0048 | |
Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Dividend yield | Level 3 [Member] | |||
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) - USD ($) | Aug. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair value Level transfer amount | $ 0 | $ 0 | ||||||
Fair value Adjustment of warrants | $ 43,100,000 | $ 0 | $ 0 | $ (8,428,000) | $ 574,660 | $ 574,660 | $ (34,383,990) | $ 22,411,660 |
Warrant [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair value Adjustment of warrants | $ 22,400,000 |
Quarterly Financial Informati_3
Quarterly Financial Information - Summary of Balance Sheet (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Total Assets | $ 576,858,765 | $ 577,192,519 | $ 577,160,703 |
Liabilities and Equity [Abstract] | |||
Total current liabilities | 1,805,865 | 1,116,416 | 507,793 |
Deferred underwriting commissions | 20,125,000 | 20,125,000 | 20,125,000 |
Derivative warrant liabilities | 31,127,670 | 65,511,660 | 42,525,340 |
Total liabilities | 53,058,535 | 86,753,076 | 63,158,133 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 518,800,220 | 485,439,440 | 509,002,560 |
Shareholders' Equity | |||
Preference shares - $0.0001 par value | 0 | 0 | 0 |
Additional paid-in capital | 0 | 30,092,651 | 6,529,768 |
Accumulated deficit | 4,998,010 | (25,094,982) | (1,531,856) |
Total shareholders' equity | 5,000,010 | 5,000,003 | 5,000,010 |
Total Liabilities and Shareholders' Equity | 576,858,765 | 577,192,519 | 577,160,703 |
Ordinary Class A [Member] | |||
Shareholders' Equity | |||
Common stock, value | 562 | 896 | 660 |
Ordinary Class B [Member] | |||
Shareholders' Equity | |||
Common stock, value | $ 1,438 | 1,438 | 1,438 |
As Previously Reported [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Total Assets | 577,192,519 | 577,160,703 | |
Liabilities and Equity [Abstract] | |||
Total current liabilities | 1,116,416 | 507,793 | |
Deferred underwriting commissions | 20,125,000 | 20,125,000 | |
Total liabilities | 21,241,416 | 20,632,793 | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 550,951,100 | 551,527,900 | |
Shareholders' Equity | |||
Preference shares - $0.0001 par value | 0 | 0 | |
Additional paid-in capital | 6,045,447 | 5,468,653 | |
Accumulated deficit | (1,047,122) | (470,316) | |
Total shareholders' equity | 5,000,003 | 5,000,010 | |
Total Liabilities and Shareholders' Equity | 577,192,519 | 577,160,703 | |
As Previously Reported [Member] | Ordinary Class A [Member] | |||
Shareholders' Equity | |||
Common stock, value | 240 | 235 | |
As Previously Reported [Member] | Ordinary Class B [Member] | |||
Shareholders' Equity | |||
Common stock, value | $ 1,438 | 1,438 | |
Restatement Adjustment | |||
Liabilities and Equity [Abstract] | |||
Derivative warrant liabilities | 42,525,340 | ||
Total liabilities | 42,525,340 | ||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (42,525,340) | ||
Shareholders' Equity | |||
Preference shares - $0.0001 par value | 0 | ||
Additional paid-in capital | 1,061,115 | ||
Accumulated deficit | (1,061,540) | ||
Restatement Adjustment | Ordinary Class A [Member] | |||
Shareholders' Equity | |||
Common stock, value | $ 425 |
Quarterly Financial Informati_4
Quarterly Financial Information - Summary of Balance Sheet (Parenthetical) (Detail) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary Class A [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Temporary Equity, Par or Stated Value Per Share | 0.0001 | 0.0001 | 0.0001 |
Common stock, par value | 0.0001 | 0.0001 | 0.0001 |
Ordinary Class B [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Quarterly Financial Informati_5
Quarterly Financial Information - Summary of Income Statement (Detail) - USD ($) | Aug. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Condensed Income Statements, Captions [Line Items] | ||||||||
Loss from operations | $ (23,662) | $ (526,664) | $ (550,943) | $ (574,605) | $ (1,099,415) | $ (1,329,763) | ||
Other (expense) income: | ||||||||
Change in fair value of derivative warrant liabilities | $ 43,100,000 | 0 | $ 0 | (8,428,000) | 574,660 | 574,660 | (34,383,990) | 22,411,660 |
Transaction costs - derivative warrant liabilities | (1,636,200) | (1,636,200) | (1,636,200) | |||||
Interest earned on investments held in Trust Account | 104,289 | 104,289 | ||||||
Total other (expense) income | (957,251) | (957,251) | (23,765,219) | |||||
Net loss | $ (23,662) | $ 7,893,587 | $ (1,508,194) | $ (1,531,856) | $ 33,360,787 | $ (25,094,982) | ||
Ordinary Class A [Member] | ||||||||
Other (expense) income: | ||||||||
Basic and diluted weighted average shares outstanding | 0 | 57,500,000 | 57,500,000 | 57,500,000 | 57,500,000 | 57,500,000 | ||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Ordinary Class B [Member] | ||||||||
Other (expense) income: | ||||||||
Net loss | $ 25.1 | |||||||
Basic and diluted weighted average shares outstanding | 12,500,000 | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 | 13,753,049 | ||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.55 | $ (0.11) | $ (0.11) | $ 2.32 | $ (1.85) | ||
As Previously Reported [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Loss from operations | $ (550,943) | $ (574,605) | $ (1,329,763) | |||||
Other (expense) income: | ||||||||
Change in fair value of derivative warrant liabilities | 0 | |||||||
Transaction costs - derivative warrant liabilities | 0 | |||||||
Interest earned on investments held in Trust Account | 104,289 | 104,289 | ||||||
Total other (expense) income | 104,289 | 104,289 | 282,641 | |||||
Net loss | $ (446,654) | $ (470,316) | $ (1,047,122) | |||||
As Previously Reported [Member] | Ordinary Class A [Member] | ||||||||
Other (expense) income: | ||||||||
Basic and diluted weighted average shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | |||||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0 | ||||||
As Previously Reported [Member] | Ordinary Class B [Member] | ||||||||
Other (expense) income: | ||||||||
Basic and diluted weighted average shares outstanding | 14,375,000 | 14,375,000 | 13,753,049 | |||||
Basic and diluted net income (loss) per ordinary share | $ (0.04) | $ (0.04) | $ (0.10) | |||||
Restatement Adjustment [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Loss from operations | $ 0 | |||||||
Other (expense) income: | ||||||||
Change in fair value of derivative warrant liabilities | $ 574,660 | $ 574,660 | 22,411,660 | |||||
Transaction costs - derivative warrant liabilities | (1,636,200) | (1,636,200) | (1,636,200) | |||||
Total other (expense) income | (1,061,540) | (1,061,540) | (24,047,860) | |||||
Net loss | $ (1,061,540) | $ (1,061,540) | $ (24,047,860) | |||||
Restatement Adjustment [Member] | Ordinary Class A [Member] | ||||||||
Other (expense) income: | ||||||||
Basic and diluted weighted average shares outstanding | 0 | |||||||
Basic and diluted net income (loss) per ordinary share | $ 0 | |||||||
Restatement Adjustment [Member] | Ordinary Class B [Member] | ||||||||
Other (expense) income: | ||||||||
Basic and diluted weighted average shares outstanding | 0 | |||||||
Basic and diluted net income (loss) per ordinary share | $ (0.07) | $ (0.07) | $ (1.75) |
Quarterly Financial Informati_6
Quarterly Financial Information - Summary of Cash flows (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net loss | $ (23,662) | $ 7,893,587 | $ (1,508,194) | $ (1,531,856) | $ 33,360,787 | $ (25,094,982) |
Change in fair value of derivative warrant liabilities | (574,660) | (22,411,660) | ||||
Transaction costs - derivative warrant liabilities | 1,636,200 | 1,636,200 | 1,636,200 | |||
Initial value of Class A ordinary shares subject to possible redemption | 508,843,200 | 508,843,200 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 159,360 | $ 33,360,780 | (23,403,760) | |||
As Previously Reported [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net loss | (446,654) | (470,316) | (1,047,122) | |||
Change in fair value of derivative warrant liabilities | 0 | |||||
Transaction costs - derivative warrant liabilities | 0 | |||||
Initial value of Class A ordinary shares subject to possible redemption | 551,943,200 | 551,943,200 | ||||
Change in value of Class A ordinary shares subject to possible redemption | (415,300) | (992,100) | ||||
Restatement Adjustment [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net loss | (1,061,540) | (1,061,540) | (24,047,860) | |||
Change in fair value of derivative warrant liabilities | (574,660) | (22,411,660) | ||||
Transaction costs - derivative warrant liabilities | $ 1,636,200 | 1,636,200 | 1,636,200 | |||
Initial value of Class A ordinary shares subject to possible redemption | (43,100,000) | (43,100,000) | ||||
Change in value of Class A ordinary shares subject to possible redemption | $ 574,660 | $ (22,411,660) |