Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | REDBALL ACQUISITION CORP. | |
Entity Central Index Key | 0001815184 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39440 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 667 Madison Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 212 | |
Local Phone Number | 235-1000 | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant | |
Trading Symbol | RBAC.U | |
Security Exchange Name | NYSE | |
Ordinary Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | RBAC | |
Security Exchange Name | NYSE | |
Entity Ordinary Shares Outstanding | 57,500,000 | |
Ordinary Class B [Member] | ||
Document Information [Line Items] | ||
Entity Ordinary Shares Outstanding | 14,375,000 | |
Redeemable warrants, each warrant exercisable for one-third of one whole Class A ordinary share at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | RBAC WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
Current assets: | |||
Cash | $ 1,146,186 | $ 1,601,324 | |
Prepaid expenses | 215,934 | 308,554 | |
Total current assets | 1,362,120 | 1,909,878 | |
Investments held in Trust Account | 575,457,635 | 575,282,641 | |
Total Assets | 576,819,755 | 577,192,519 | |
Current liabilities: | |||
Accrued expenses | 484,960 | 105,454 | |
Accounts payable | 741,073 | 726,316 | |
Due to related party | 723,488 | 284,646 | |
Total current liabilities | 1,949,521 | 1,116,416 | |
Derivative warrant liabilities | 23,125,530 | 65,511,660 | |
Deferred underwriting commissions | 20,125,000 | 20,125,000 | |
Total liabilities | 45,200,051 | 86,753,076 | |
Commitments and Contingencies (Note 5) | |||
Class A ordinary shares, par value $0.0001; 57,500,000 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020 | 575,000,000 | 575,000,000 | |
Shareholders' Equity (Deficit) | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (43,381,734) | (84,561,995) | |
Total shareholders' deficit | (43,380,296) | (84,560,557) | |
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders' Deficit | 576,819,755 | 577,192,519 | |
Ordinary Class A [Member] | |||
Current liabilities: | |||
Class A ordinary shares, par value $0.0001; 57,500,000 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020 | 575,000,000 | ||
Shareholders' Equity (Deficit) | |||
Ordinary share, value | 0 | 0 | |
Ordinary Class B [Member] | |||
Shareholders' Equity (Deficit) | |||
Ordinary share, value | $ 1,438 | $ 1,438 | |
[1] | See Note 2, Revision to Previously Issued Financial Statements. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred shares authorised | 1,000,000 | 1,000,000 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Temporary equity redemption price | $ 10 | |
Ordinary Class A [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 400,000,000 | 400,000,000 |
Ordinary shares issued | 57,500,000 | 57,500,000 |
Ordinary shares outstanding | 57,500,000 | 57,500,000 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary shares outstanding | 57,500,000 | 57,500,000 |
Temporary equity redemption price | $ 10 | $ 10 |
Ordinary Class B [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 40,000,000 | 40,000,000 |
Ordinary shares issued | 14,375,000 | 14,375,000 |
Ordinary shares outstanding | 14,375,000 | 14,375,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Operating expenses | ||||
General and administrative expenses | $ 206,448 | $ 550,943 | $ 574,605 | $ 1,155,863 |
Administrative expenses - related party | 75,000 | 0 | 0 | 225,000 |
Loss from operations | (281,448) | (550,943) | (574,605) | (1,380,863) |
Other income (expense): | ||||
Change in fair value of derivative warrant liabilities | 8,002,140 | 574,660 | 574,660 | 42,386,130 |
Financing cost - derivative warrant liabilities | 0 | (1,636,200) | (1,636,200) | 0 |
Net gain (loss) from investments held in Trust Account | 98,782 | 104,289 | 104,289 | 174,994 |
Total other income (expense) | 8,100,922 | (957,251) | (957,251) | 42,561,124 |
Net income (loss) | $ 7,819,474 | $ (1,508,194) | $ (1,531,856) | $ 41,180,261 |
Ordinary Class A [Member] | ||||
Other income (expense): | ||||
Basic and diluted weighted average shares outstanding | 57,500,000 | 28,125,000 | 22,898,230 | 57,500,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ (0.04) | $ (0.04) | $ 0.57 |
Ordinary Class B [Member] | ||||
Other income (expense): | ||||
Basic and diluted weighted average shares outstanding | 14,375,000 | 13,417,120 | 13,246,681 | 14,375,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ (0.04) | $ (0.04) | $ 0.57 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Total | Ordinary Class A [Member] | Ordinary Class B [Member] | Additional Paid-in Capital [Member] | 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 | |||
Accretion of Class A ordinary share subject to possible redemption amount | (59,490,575) | (23,562) | (59,467,013) | ||
Net income (loss) | (1,508,194) | (1,508,194) | |||
Ending Balance at Sep. 30, 2020 | (60,997,431) | $ 0 | $ 1,438 | (60,998,869) | |
Ending Balance (in shares) at Sep. 30, 2020 | 0 | 14,375,000 | |||
Beginning Balance at Dec. 31, 2020 | (84,560,557) | $ 0 | $ 1,438 | 0 | (84,561,995) |
Beginning Balance (in shares) at Dec. 31, 2020 | 0 | 14,375,000 | |||
Net income (loss) | 25,467,200 | 25,467,200 | |||
Ending Balance at Mar. 31, 2021 | (59,093,357) | $ 0 | $ 1,438 | 0 | (59,094,795) |
Ending Balance (in shares) at Mar. 31, 2021 | 0 | 14,375,000 | |||
Beginning Balance at Dec. 31, 2020 | (84,560,557) | $ 0 | $ 1,438 | 0 | (84,561,995) |
Beginning Balance (in shares) at Dec. 31, 2020 | 0 | 14,375,000 | |||
Accretion of Class A ordinary share subject to possible redemption amount | $ (59,490,575) | ||||
Ending Balance at Sep. 30, 2021 | (43,380,296) | $ 0 | $ 1,438 | 0 | (43,381,734) |
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 14,375,000 | |||
Beginning Balance at Mar. 31, 2021 | (59,093,357) | $ 0 | $ 1,438 | 0 | (59,094,795) |
Beginning Balance (in shares) at Mar. 31, 2021 | 0 | 14,375,000 | |||
Net income (loss) | 7,893,587 | 7,893,587 | |||
Ending Balance at Jun. 30, 2021 | (51,199,770) | $ 0 | $ 1,438 | 0 | (51,201,208) |
Ending Balance (in shares) at Jun. 30, 2021 | 0 | 14,375,000 | |||
Net income (loss) | 7,819,474 | 7,819,474 | |||
Ending Balance at Sep. 30, 2021 | $ (43,380,296) | $ 0 | $ 1,438 | $ 0 | $ (43,381,734) |
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 14,375,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | ||
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ 7,819,474 | $ (1,508,194) | $ (1,531,856) | $ 41,180,261 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
General and administrative expenses paid by related party | 37,791 | ||||
Change in fair value of derivative warrant liabilities | (8,002,140) | (574,660) | (574,660) | (42,386,130) | |
Financing cost - derivative warrant liabilities | 0 | 1,636,200 | 1,636,200 | 0 | |
Net gain from investments held in Trust Account | (104,289) | (174,994) | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (356,022) | 92,620 | |||
Accounts payable | 81,196 | 14,757 | |||
Accrued expenses | 341,597 | 379,506 | |||
Due to related party | 438,842 | ||||
Net cash used in operating activities | (470,043) | (455,138) | |||
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 | (11,943,579) | ||||
Net cash provided by financing activities | 577,170,435 | ||||
Net increase (decrease) in cash | 1,700,392 | (455,138) | |||
Cash - beginning of the period | [1] | 1,601,324 | |||
Cash - end of the period | 1,146,186 | 1,700,392 | 1,700,392 | 1,146,186 | |
Supplemental disclosure of noncash investing and financing activities: | |||||
Deferred offering costs included in accrued expenses | 85,000 | ||||
Deferred offering costs included in note payable | 198,195 | ||||
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor | 25,000 | ||||
Deferred underwriting commissions | $ 20,125,000 | $ 20,125,000 | $ 20,125,000 | $ 20,125,000 | |
[1] | See Note 2, Revision to Previously Issued Financial Statements. |
Description Of Organization, Bu
Description Of Organization, Business Operations And Basis Of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization, Business Operations And Basis Of Presentation | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION RedBall Acquisition Corp. (the “Company”, or “RedBall”) 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 September 30, 2021, the Company had not yet commenced operations. All activity for the period from June 10, 2020 (inception) through September 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 i s Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,566,667 warrants at a price of $1.50 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $14.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to the Company’s management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. The Company will provide its holders of its ordinary shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. 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 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 th e Liquidity and Going Concern As of September 30, 2021, the Company had approximately $1.1 million in its operating bank account and a working capital deficit of approximately $0.6 million. The Company’s liquidity needs up to September 30, 2021, had been satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (see Note 4), the loan of approximately $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 September 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, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $ . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of the redeemable shares of Class A ordinary shares at the Initial Public Offering resulted in a decrease of approximately $ million in additional paid-in capital and an increase of approximately $ million to accumulated deficit, as well as a reclassification of shares of Class A ordinary shares from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K 10-Qs The impact of the revision to the unaudited condensed balance sheets as of September 30, 2020, March 31, 2021, and June 30, 2021, is a reclassification of $66.0 million, $64.1 million and $56.2 million, respectively, from total shareholders’ equity to Class A ordinary share s As of December 31, 2020 As Previously Adjustment Revised Unaudited Condensed Balance Sheet Total liabilities $ 86,753,076 $ — $ 86,753,076 Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share 485,439,440 89,560,560 575,000,000 Shareholders’ equity (deficit) Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 896 (896 ) — Class B ordinary shares - $0.0001 par value 1,438 — 1,438 Additional paid-in-capital 30,092,651 (30,092,651 ) — Accumulated deficit (25,094,982 ) (59,467,013 ) (84,561,995 ) Total shareholders’ equity (deficit) 5,000,003 (89,560,560 ) (84,560,557 ) Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 577,192,519 $ — $ 577,192,519 There is no impact to the reported amounts for total assets, total liabilities , cash flows, or net income (loss). I n connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation o f 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 September 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 in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering costs associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current 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 September 30, 2021 and December 31, 2020, an aggregate of 57,500,000 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. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional paid-in Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 28,733,334 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 6,255,579 $ 1,563,895 $ (1,021,083 ) $ (487,111 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 28,125,000 13,417,120 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (0.04 ) $ (0.04 ) For The Period From For the Nine Months Ended June 10, 2020 (inception) through September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 32,944,209 $ 8,236,052 $ (970,449 ) $ (561,407 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 22,898,230 13,246,681 Basic and diluted net income (loss) per ordinary share $ 0.57 $ 0.57 $ (0.04 ) $ (0.04 ) 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. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 Units, including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a payment of $25,000 by the Sponsor to cover for certain offering costs on behalf of the Company. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on August 17, 2020; thus, these Founder Shares were no longer subject to forfeiture. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,566,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $14.4 million. Each whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On June 10, 2020, our sponsor agreed to loan us 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 was non-interest In addition, in order t o The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into 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. 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. Due to Related Party During the three and nine months ended September 30, 2021, the Company’s Sponsor paid approximately $374,000 and $674,000 of expenses on behalf of the Company, and the Company made repayment of approximately $0 and $230,000, respectively to the Sponsor for such expenses. During the three months ended September 30, 2020, and the period from June 10, 2020 (inception) through September 30, 2020, the Sponsor paid approximately $0 and $0, respectively for such expenses. As of September 30, 2021, and December 31, 2020, outstanding balance for such expenses were approximately $724,000 and $285,000, respectively, included in due to related party in current liabilities, on the condensed balance sheets included as Item 1 to this Quarterly Report on Form 10-Q. 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 $100,000 to him. This amount has not been reflected in the condensed balance sheets as it is contingent upon the success of a Business Combination. 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 a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $75,000, $0, $225,000 and $0 of such fees in the three months ended September 30, 2021 and 2020, in the nine months ended September 30, 2020, and for the period from June 10, 2020 (inception) through September 30, 2020, respectively, included as administrative fees - related party on the condensed statement of operations included as Item 1 to this Quarterly Report on Form 10-Q. As of September 30, 2021, and December 31, 2020, the Company had approximately $50,000 and $0 for such fees, respectively, included in due to related party on the condensed balance sheets included as Item 1 to this Quarterly Report on Form 10-Q. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. 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 agreements (the “Forward Purchase Agreements”), pursuant to which RedBird Series 2019, LP and RedBird Series 2019 GP Co-Invest, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Contingent Fee Arrangements The Company has entered into fee arrangements with various service providers and advisors, pursuant to which certain fees incurred by the Company will be deferred and become payable if the Company consummates a Business Combination. There can be no assurances that the Company will complete a Business Combination. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of September 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 s 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. |
Class A Ordinary Share Subject
Class A Ordinary Share Subject To Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Share Subject To Possible Redemption | NOTE 7- The Company’s Class A ordinary share s s s s The Class A ordinary share s Gross proceeds $ Less: Fair value of Public Warrants at issuance 28,750,000 Offering costs allocated to Class A ordinary shares subject to possible redemption 30,740,575 Plus: Accretion of carrying value to redemption value (59,490,575 ) Class A ordinary share s $ 575,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Shareholders Equity [Abstract] | |
Shareholders' Equity (Deficit) | NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares - and Class A Ordinary Shares - and s 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 one-for-one |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. 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 September 30, 2021, and December 31, 2020, by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury bills (1) $ 575,457,635 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 15,419,580 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 7,705,950 Fair Value Measured as of December 31, 2020 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury bills (2) $ 575,282,641 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 43,508,330 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 22,003,330 (1) Includes $654 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 nine months ended September 30, 2021. The Company utilizes a Black-Scholes model t o s zero-coupon The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the three and nine months ended September 30, 2021, is summarized as follows: Derivative warrant liabilities - Level 3, at December 31, 2020 $ 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 Change in fair value of derivative warrant liabilities (2,721,720 ) Derivative warrant liabilities - Level 3, at September 30, 2021 $ 7,705,950 The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Placement Warrants at their measurement dates: As of September 30, 2021 As of December 31, 2020 Volatility 10% - 13.3% 10% - 25.5% Stock price $ 9.84 $10.54 Time to M&A 0.44 1 Risk-free rate 1.05% 0.48% Dividend yield 0.0% 0.0% |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS On October 13, 2021, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) with Showstop Merger Sub I Inc. a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub One”), Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub Two”), and SeatGeek, Inc., a Delaware corporation (“SeatGeek”), as fully disclosed in a Current Report on Form 8-K The Transactions The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”): (i) On the business day immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), subject to the approval of RedBall’s shareholders, and in accordance with the General Corporation Law of the State of Delaware, as amended (“DGCL”), the Cayman Islands Companies Act (as amended) (the “CICL”) and the Company’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), RedBall will effect a deregistration under the CICL by way of continuation and domestication under Section 388 of the DGCL (such deregistration by way of continuation and domestication, the “Domestication” and RedBall, immediately after the Domestication, “New SeatGeek”), by filing an application to de-register RedBall with the Registrar of Companies of the Cayman Islands and filing a Certificate of Corporate Domestication and a Certificate of Incorporation (such Certificate of Incorporation governing the registration of New SeatGeek in the State of Delaware as a corporation, the “Certificate of Incorporation”) with the Delaware Secretary of State, as a result of which, among other things, (a) the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware, (b) each of the then issued and outstanding Class A ordinary shares, par value per share, of RedBall (the “RedBall Class A Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of ordinary share, par value per share of New SeatGeek (after its Domestication) (the “New SeatGeek common stock”), (c) each of the then issued and outstanding Class B ordinary shares, par value per share, of the Company, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (d) each then issued and outstanding warrant of RedBall to acquire RedBall Class A Ordinary Shares will convert automatically into a redeemable warrant to acquir e share of New SeatGeek common stock (“New SeatGeek Warrant”), (e) each then issued and outstanding unit of RedBall (the “RedBall Units”) will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek Warrant to acquire one share of New SeatGeek common stock and (f) the name of the Company will be changed to “SeatGeek, Inc.”; (ii) Immediately prior to the First Effective Time (as defined below), (a) each share of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock of SeatGeek that is issued and outstanding immediately prior to the First Effective Time will be automatically converted into (i) a number of shares of SeatGeek common stock, par value per share, of SeatGeek (the “SeatGeek common stock”) at the then-effective conversion rate and (ii) a number of shares of SeatGeek common stock issuable with respect to any accrued dividends, in each case, in accordance with the terms of the SeatGeek Certificate of Incorporation (such conversion, the “SeatGeek Preferred Conversion”); (iii) At the Closing (which shall be one business day immediately following the Domestication), upon the terms and subject to the conditions of the Business Combination Agreement, (x) in accordance with the DGCL, Merger Sub One will merge with and into SeatGeek, the separate corporate existence of Merger Sub One will cease and SeatGeek will be the surviving corporation and a wholly-owned subsidiary of RedBall (the “First Merger”); (iv) Upon the effective time of the First Merger (the “First Effective Time”) as a result of the First Merger, among other things, all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred Conversion) as of immediately prior to the First Effective Time, will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive shares of New SeatGeek common stock issued pursuant to an earnout, (y) up to million of cash, subject to certain adjustments (the “Aggregate Cash Consideration”) and (z) a number of shares of New SeatGeek common stock (as defined below) equal to minus (v) Upon the First Effective Time, among other things, all warrants for, options to purchase and restricted stock units for shares of SeatGeek common stock outstanding as of immediately prior to the First Merger will be converted into warrants for, options to purchase and restricted stock units for shares of New SeatGeek common stock; (vi) Immediately following the First Effective Time, SeatGeek, as the surviving corporation of the First Merger, will merge with and into Merger Sub Two (the “Second Merger” and together with the First Merger, the “Mergers”) with Merger Sub Two continuing as the surviving entity as a wholly owned subsidiary of New SeatGeek; and (vii) Upon the effective time of the Second Merger (the “Second Effective Time”), (i) all outstanding shares of SeatGeek, as the surviving corporation of the First Merger, as of immediately prior to the Second Effective Time, will no longer be outstanding and will automatically be cancelled and the outstanding membership interests of Merger Sub Two, as of immediately prior to the Second Effective Time will remain outstanding as membership interest of the surviving entity and will not be affected by the Second Merger and (ii) the operating agreement of Merger Sub Two will be amended and restated in its entirety to read as set forth in the surviving entity operating agreement attached to the Business Combination Agreement as an exhibit. The Board o f The obligations of the parties to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RedBall and SeatGeek, (ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) the absence of any injunctions or laws prohibiting the transactions, (iii) effectiveness of the proxy / registration statement on Form S-4 to be filed by RedBall in connection with the Business Combination, (iv) receipt of approval for listing on The New York Stock Exchange (“NYSE”) for the shares of New SeatGeek common stock to be issued in connection with the Merger, and (v) that the Company Concurrently with the execution of the Business Combination Agreement, RedBall entered into subscription agreements (the “Subscription Agreements”) (collectively, the “PIPE Investors”), (the “PIPE Investment”). one-third In addition, concurrently with the execution of the Merger Agreement, Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) Forward Purchase Agreements We entered into forward purchase agreements pursuant to which the forward purchase parties, affiliates of our Sponsor, agreed to purchase an aggregate of $100.0 million of forward purchase shares for $10.00 per share in private placements in connection with an initial business combination, subject to a consent right. In connection with the Business Combination, the forward purchase parties elected to not purchase the forward purchase shares and therefore, no forward purchase shares will be issued and sold. 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 other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements which have not previously been disclosed within the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-K/A 10-K/A |
Revision to Previously Reported Financial Statements | Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $ . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of the redeemable shares of Class A ordinary shares at the Initial Public Offering resulted in a decrease of approximately $ million in additional paid-in capital and an increase of approximately $ million to accumulated deficit, as well as a reclassification of shares of Class A ordinary shares from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K 10-Qs The impact of the revision to the unaudited condensed balance sheets as of September 30, 2020, March 31, 2021, and June 30, 2021, is a reclassification of $66.0 million, $64.1 million and $56.2 million, respectively, from total shareholders’ equity to Class A ordinary share s As of December 31, 2020 As Previously Adjustment Revised Unaudited Condensed Balance Sheet Total liabilities $ 86,753,076 $ — $ 86,753,076 Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share 485,439,440 89,560,560 575,000,000 Shareholders’ equity (deficit) Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 896 (896 ) — Class B ordinary shares - $0.0001 par value 1,438 — 1,438 Additional paid-in-capital 30,092,651 (30,092,651 ) — Accumulated deficit (25,094,982 ) (59,467,013 ) (84,561,995 ) Total shareholders’ equity (deficit) 5,000,003 (89,560,560 ) (84,560,557 ) Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 577,192,519 $ — $ 577,192,519 There is no impact to the reported amounts for total assets, total liabilities , cash flows, or net income (loss). I n connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation o f 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 | 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 September 30, 2021, and 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. 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 in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering costs associated with Initial Public Offering | Offering costs associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
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 September 30, 2021 and December 31, 2020, an aggregate of 57,500,000 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. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional paid-in |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 28,733,334 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 6,255,579 $ 1,563,895 $ (1,021,083 ) $ (487,111 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 28,125,000 13,417,120 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (0.04 ) $ (0.04 ) For The Period From For the Nine Months Ended June 10, 2020 (inception) through September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 32,944,209 $ 8,236,052 $ (970,449 ) $ (561,407 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 22,898,230 13,246,681 Basic and diluted net income (loss) per ordinary share $ 0.57 $ 0.57 $ (0.04 ) $ (0.04 ) |
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. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Impact of the Revision on the Audited Balance Sheet | The impact of the revision on the audited balance sheet as of December 31, 2020, is presented below: As of December 31, 2020 As Previously Adjustment Revised Unaudited Condensed Balance Sheet Total liabilities $ 86,753,076 $ — $ 86,753,076 Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share 485,439,440 89,560,560 575,000,000 Shareholders’ equity (deficit) Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 896 (896 ) — Class B ordinary shares - $0.0001 par value 1,438 — 1,438 Additional paid-in-capital 30,092,651 (30,092,651 ) — Accumulated deficit (25,094,982 ) (59,467,013 ) (84,561,995 ) Total shareholders’ equity (deficit) 5,000,003 (89,560,560 ) (84,560,557 ) Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 577,192,519 $ — $ 577,192,519 |
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 6,255,579 $ 1,563,895 $ (1,021,083 ) $ (487,111 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 28,125,000 13,417,120 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (0.04 ) $ (0.04 ) For The Period From For the Nine Months Ended June 10, 2020 (inception) through September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 32,944,209 $ 8,236,052 $ (970,449 ) $ (561,407 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 22,898,230 13,246,681 Basic and diluted net income (loss) per ordinary share $ 0.57 $ 0.57 $ (0.04 ) $ (0.04 ) |
Class A Ordinary Share Subje_2
Class A Ordinary Share Subject To Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Reconciliation Of Class A Ordinary Shares Subject to Possible Redemption Reflected on The Condensed Balance Sheet | The Class A ordinary share s Gross proceeds $ Less: Fair value of Public Warrants at issuance 28,750,000 Offering costs allocated to Class A ordinary shares subject to possible redemption 30,740,575 Plus: Accretion of carrying value to redemption value (59,490,575 ) Class A ordinary share s $ 575,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and December 31, 2020, by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury bills (1) $ 575,457,635 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 15,419,580 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 7,705,950 Fair Value Measured as of December 31, 2020 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury bills (2) $ 575,282,641 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 43,508,330 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 22,003,330 (1) Includes $654 in cash (2) Includes $667 in cash |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the three and nine months ended September 30, 2021, is summarized as follows: Derivative warrant liabilities - Level 3, at December 31, 2020 $ 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 Change in fair value of derivative warrant liabilities (2,721,720 ) Derivative warrant liabilities - Level 3, at September 30, 2021 $ 7,705,950 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Placement Warrants at their measurement dates: As of September 30, 2021 As of December 31, 2020 Volatility 10% - 13.3% 10% - 25.5% Stock price $ 9.84 $10.54 Time to M&A 0.44 1 Risk-free rate 1.05% 0.48% Dividend yield 0.0% 0.0% |
Description Of Organization, _2
Description Of Organization, Business Operations And Basis Of Presentation - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 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 | ||||
Term of restricted investments | 185 days | ||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | ||||
Equity method investment ownership percentage | 50.00% | ||||
Temporary equity redemption price per share | $ 10 | ||||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100.00% | ||||
Number of business days after the last date for effecting business combination within which the public shares shall be redeemed | 10 days | ||||
Estimated amount of expenses payable on dissolution | $ 100,000 | ||||
Per share amount to be maintained in the trust account for redemption | $ 10 | ||||
Cash in operating bank account | $ 1,100,000 | ||||
Net working capital | $ 600,000 | ||||
Stock shares issued during the period value for services | $ 25,000 | ||||
Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | ||||
Post Business Combination Net Worth Requirement to Effect Business Combination [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Networth needed post business combination | $ 5,000,001 | ||||
Ordinary Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 57,500,000 | ||||
Proceeds from initial public offer gross | $ 575,000,000 | ||||
Temporary equity redemption price per share | $ 10 | $ 10 | |||
Sponsor [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period value for services | $ 25,000 | ||||
Proceeds from related party debt | 236,000 | ||||
Short term borrowings | $ 0 | ||||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 57,500,000 | ||||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Proceeds from initial public offer gross | $ 575,000,000 | ||||
Stock issuance costs | 32,400,000 | ||||
Deferred underwriting commissions payable current | $ 20,100,000 | ||||
IPO [Member] | Ordinary Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of the public shareholding eligible for transfer without restriction | 20.00% | ||||
Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 7,500,000 | ||||
Private Placement [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from issuance of private placement | $ 575,000,000 | ||||
Class of warrants or rights number of warrants issued during the period | 9,566,667 | ||||
Class of warrants or rights issue price per warrant | $ 1.50 | ||||
Proceeds from issue of warrants | $ 14,400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Impact of the Revision on the Audited Balance Sheet (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Unaudited Condensed Balance Sheet | |||
Total liabilities | $ 45,200,051 | $ 86,753,076 | [1] |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share | 575,000,000 | 575,000,000 | [1] |
Shareholders' equity (deficit) | |||
Preference shares - $0.0001 par value | 0 | 0 | [1] |
Additional paid-in capital | 0 | 0 | [1] |
Accumulated deficit | (43,381,734) | (84,561,995) | [1] |
Total shareholders' equity (deficit) | (43,380,296) | (84,560,557) | [1] |
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 576,819,755 | 577,192,519 | [1] |
As Previously Restated | |||
Unaudited Condensed Balance Sheet | |||
Total liabilities | 86,753,076 | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share | 485,439,440 | ||
Shareholders' equity (deficit) | |||
Preference shares - $0.0001 par value | 0 | ||
Additional paid-in capital | 30,092,651 | ||
Accumulated deficit | (25,094,982) | ||
Total shareholders' equity (deficit) | 5,000,003 | ||
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 577,192,519 | ||
Adjustment | |||
Unaudited Condensed Balance Sheet | |||
Total liabilities | 0 | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share | 89,560,560 | ||
Shareholders' equity (deficit) | |||
Preference shares - $0.0001 par value | 0 | ||
Additional paid-in capital | 6.7 | (30,092,651) | |
Accumulated deficit | 59.5 | (59,467,013) | |
Total shareholders' equity (deficit) | (89,560,560) | ||
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 0 | ||
Revised | |||
Unaudited Condensed Balance Sheet | |||
Total liabilities | 86,753,076 | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share | 575,000,000 | ||
Shareholders' equity (deficit) | |||
Preference shares - $0.0001 par value | 0 | ||
Additional paid-in capital | 0 | ||
Accumulated deficit | (84,561,995) | ||
Total shareholders' equity (deficit) | (84,560,557) | ||
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 577,192,519 | ||
Common Class A [Member] | |||
Unaudited Condensed Balance Sheet | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share | 575,000,000 | ||
Shareholders' equity (deficit) | |||
Ordinary share, value | 0 | 0 | [1] |
Common Class A [Member] | As Previously Restated | |||
Shareholders' equity (deficit) | |||
Ordinary share, value | 896 | ||
Common Class A [Member] | Adjustment | |||
Shareholders' equity (deficit) | |||
Ordinary share, value | (896) | ||
Common Class A [Member] | Revised | |||
Shareholders' equity (deficit) | |||
Ordinary share, value | 0 | ||
Common Class B [Member] | |||
Shareholders' equity (deficit) | |||
Ordinary share, value | $ 1,438 | 1,438 | [1] |
Common Class B [Member] | As Previously Restated | |||
Shareholders' equity (deficit) | |||
Ordinary share, value | 1,438 | ||
Common Class B [Member] | Adjustment | |||
Shareholders' equity (deficit) | |||
Ordinary share, value | 0 | ||
Common Class B [Member] | Revised | |||
Shareholders' equity (deficit) | |||
Ordinary share, value | $ 1,438 | ||
[1] | See Note 2, Revision to Previously Issued Financial Statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Impact of the Revision on the Audited Balance Sheet (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Temporary equity redemption price per share | $ 10 | |
Preferred shares par or stated value per share | 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 57,500,000 | 57,500,000 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common stock, par value | 0.0001 | 0.0001 |
Common Class B [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Ordinary Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 6,255,579 | $ (1,021,083) | $ (970,449) | $ 32,944,209 |
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 57,500,000 | 28,125,000 | 22,898,230 | 57,500,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ (0.04) | $ (0.04) | $ 0.57 |
Ordinary Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 1,563,895 | $ (487,111) | $ (561,407) | $ 8,236,052 |
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 14,375,000 | 13,417,120 | 13,246,681 | 14,375,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ (0.04) | $ (0.04) | $ 0.57 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash insured with federal insurance corporation | $ 250,000 | |||||
Unrecognised tax benefits | 0 | |||||
Accrued interest and penalties on unrecognised tax benefits | 0 | |||||
Cash equivalents | 0 | $ 0 | ||||
Additional paid-in capital | 0 | 0 | [1] | |||
Accumulated deficit | $ (43,381,734) | (84,561,995) | [1] | |||
Private Placement Warrants [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 28,733,334 | |||||
As Previously Restated | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Networth needed post business combination | $ 5,000,001 | |||||
Additional paid-in capital | 30,092,651 | |||||
Accumulated deficit | (25,094,982) | |||||
Restatement Adjustment | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Additional paid-in capital | 6.7 | (30,092,651) | ||||
Accumulated deficit | $ 59.5 | $ (59,467,013) | ||||
Ordinary Class A [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ordinary shares subject to possible redemption | 57,500,000 | 57,500,000 | ||||
Ordinary Class A [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Recalssification of permanent equity to temporary equity, Shares | 6,615,680 | |||||
Reclassification of permanent equity to temporary equity | $ 56.2 | $ 64.1 | $ 66 | |||
[1] | See Note 2, Revision to Previously Issued Financial Statements. |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Sep. 30, 2020 | Sep. 30, 2021 |
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 | ||
Proceeds from initial public offer gross | $ 575,000,000 | ||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 57,500,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer gross | $ 575,000,000 | ||
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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Aug. 19, 2020 | Aug. 17, 2020 | Jun. 10, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||
Repayment of related party debt | $ 235,986 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayment of related party debt | $ 0 | $ 230,000 | |||||||
Due to related party | 724,000 | 724,000 | $ 285,000 | ||||||
Payments By Related Party on Behalf of Entity | 374,000 | $ 0 | $ 0 | 674,000 | |||||
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 | ||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Selling, General and Administrative expenses from transactions with related party | 75,000 | $ 0 | 225,000 | $ 0 | |||||
Related party transaction fees payable per month | $ 25,000 | ||||||||
Due to related party | 50,000 | 50,000 | $ 0 | ||||||
Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contingent consideraion liability,business combination | $ 100,000 | 100,000 | |||||||
Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants issue value | $ 1,500,000 | ||||||||
Warrants issue price per warrant | $ 1.50 | $ 1.50 | |||||||
Number of warrants issued | 9,566,667 | ||||||||
Proceeds from issue of warrants | $ 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 | ||||||||
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 | 14,375,000 | ||||||||
Proceeds from issuance of ordinary share | $ 25,000 | ||||||||
Shares subject to forfeiture | 1,875,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Sep. 30, 2021 |
Private Placement [Member] | ||
Sale of Stock, Price Per Share | $ 10 | |
Underwriting Agreement [Member] | ||
Option to Purchase Additional Units | 7,500,000 | |
Underwriting Discount Per Unit | $ 0.20 | |
Underwriting Discount Value | $ 11.5 | |
Underwriting Commission Per Unit | $ 0.35 | |
Underwriting Commission | $ 20.1 | |
Forward Purchase Agreements [Member] | Private Placement [Member] | ||
Sale of Stock, Consideration Received on Transaction | $ 100 | |
Sale of Stock, Price Per Share | $ 10 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Shares Issued, Price Per Share | $ 18 |
Percent of gross proceeds to equity proceeds | 60.00% |
Warrant redemption price | $ 0.01 |
Share Issue Price One [Member] | |
Shares Issued, Price Per Share | $ 9.20 |
Percent of redemption trigger price to market value and issue price | 115.00% |
Share Issue Price Two [Member] | |
Percent of redemption trigger price to market value and issue price | 180.00% |
Share redemption trigger price | $ 18 |
Private Placement [Member] | |
Class of warrant or right outstanding | shares | 9,566,667 |
Warrant exercise price | $ 11.50 |
Warrant term | 5 years |
Public Warrants [Member] | |
Class of warrant or right outstanding | shares | 19,166,667 |
Class A Ordinary Share Subje_3
Class A Ordinary Share Subject To Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||
Temporary Equity shares authorized | 400,000,000 | |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity voting rights | one | |
Temporary Equity, Shares Outstanding | 57,500,000 | 57,500,000 |
Class A Ordinary Share Subje_4
Class A Ordinary Share Subject To Possible Redemption - Summary Of Reconciliation Of Class A Ordinary Shares Subject to Possible Redemption Reflected on The Condensed Balance Sheet (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | [1] | |
Temporary Equity [Line Items] | |||||
Gross proceeds | $ 575,000,000 | ||||
Accretion of carrying value to redemption value | $ (59,490,575) | ||||
Class A ordinary shares subject to possible redemption | $ 575,000,000 | $ 575,000,000 | |||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | 575,000,000 | ||||
Fair value of Public Warrants at issuance | 28,750,000 | ||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | 30,740,575 | ||||
Accretion of carrying value to redemption value | (59,490,575) | ||||
Class A ordinary shares subject to possible redemption | $ 575,000,000 | ||||
[1] | See Note 2, Revision to Previously Issued Financial Statements. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | Jun. 10, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred shares authorised | 1,000,000 | 1,000,000 | |
Preferred shares issued | 0 | 0 | |
Preferred shares outstanding | 0 | 0 | |
Preferred Stock [Member] | |||
Preferred shares authorised | 1,000,000 | ||
Preferred shares issued | 0 | 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 | |
Ordinary shares issued | 57,500,000 | 57,500,000 | |
Shares issued during the period new issues shares | 57,500,000 | ||
Ordinary shares outstanding | 57,500,000 | 57,500,000 | |
Temporary Equity, Shares Outstanding | 57,500,000 | 57,500,000 | |
Percent of convertible share to outstanding shares | 20.00% | ||
Common Class B [Member] | |||
Ordinary shares authorised | 40,000,000 | 40,000,000 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 14,375,000 | 14,375,000 | |
Shares issued during the period new issues shares | 14,375,000 | ||
Ordinary shares outstanding | 14,375,000 | 14,375,000 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | Derivative Warrant Liabilities [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 15,419,580 | $ 43,508,330 |
Level 1 [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust Account | 575,457,635 | 575,282,641 |
Level 3 [Member] | Derivative Warrant Liabilities [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 7,705,950 | $ 22,003,330 |
Fair Value Measurements - Su_2
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash | $ 1,100,000 | |
US Treasury Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash | $ 654 | $ 667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Change in fair value of derivative warrant liabilities | $ 8,002,140 | $ 574,660 | $ 574,660 | $ 42,386,130 | ||
Warrants [Member] | Level 3 [Member] | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Derivative warrant liabilities - Level 3, at Beginning Balance | 10,427,670 | $ 13,489,000 | $ 22,003,330 | 22,003,330 | ||
Change in fair value of derivative warrant liabilities | (2,721,720) | (3,061,330) | (8,514,330) | |||
Derivative warrant liabilities - Level 3, at Ending Balance | $ 7,705,950 | $ 10,427,670 | $ 13,489,000 | $ 7,705,950 |
Fair Value Measurements - Su_3
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Sep. 30, 2021yr$ / shares | Dec. 31, 2020yr$ / shares |
Volatility | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 13.3 | 25.5 |
Volatility | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ / shares | $ 9.84 | $ 10.54 |
Time to M&A | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 0.44 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.05 | 0.48 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value Level transfer amount | $ 0 | $ 0 | ||
Change in fair value of derivative warrant liabilities | 8,002,140 | $ 574,660 | $ 574,660 | 42,386,130 |
Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of derivative warrant liabilities | $ 575,000 | $ 575,000 | $ 575,000 | $ 575,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 13, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Stock Issued During Period, Value, New Issues | $ 90,500,000 | |
Aggregate purchase price | $ 90,500,000 | |
Post Business Combination Net Worth Requirement To Effect Business Combination [Member] | ||
Subsequent Event [Line Items] | ||
Networth needed post business combination | $ 5,000,001 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Common Stock, Shares Subscribed but Unissued | 9,050,000 | |
Subsequent Event [Member] | Post Business Combination Net Worth Requirement To Effect Business Combination [Member] | ||
Subsequent Event [Line Items] | ||
Networth needed post business combination | $ 5,000,001 | |
Subsequent Event [Member] | First Effective Time [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate cash consideration | 50,000,000 | |
Number of shares issued or issuable,value | $ 1,281,000 | |
Subsequent Event [Member] | Immediately Prior to the First Effecctive Time [Member] | ||
Subsequent Event [Line Items] | ||
Common stock par value or stated value per share | $ 0.001 | |
Redball ClassA Ordinary Shares [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Common stock par value or stated value per share | $ 0.0001 | |
Common stock conversion basis | one-for-one basis | |
Redball classs B Ordinary Shares [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Common stock par value or stated value per share | $ 0.0001 | |
Common stock conversion basis | one-for-one basis | |
New SeatGeek Common Stock [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Common stock par value or stated value per share | $ 0.0001 | |
Common stock conversion basis | one | |
New SeatGeek Common Stock [Member] | Subsequent Event [Member] | Backstop Subscription Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares agreed to forfeit | 7,187,500 | |
Number of shares issued during period subject to forfeiture | 7,187,500 | |
Number of shares issued during period as a tranches subject to forfeiture | 3,593,750 | |
New SeatGeek Common Stock [Member] | Subsequent Event [Member] | Backstop Subscription Agreement [Member] | RBAC Sponsor [Member] | ||
Subsequent Event [Line Items] | ||
Exercise price | $ 11.50 | |
Share Price | $ 10 | |
Number of shares agreed to forfeit | 1,000,000 | |
New SeatGeek Common Stock [Member] | Subsequent Event [Member] | Subscription Agreement [Member] | RBAC Sponsor [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Value, New Issues | $ 65,000,000 | |
Aggregate purchase price | $ 65,000,000 | |
New SeatGeek Warrant [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrant conversion basis | one |