Cover Page
Cover Page - USD ($) | 7 Months Ended | |
Dec. 31, 2020 | Mar. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Amendment Flag | true | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
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 Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Public Float | $ 626,175,000 | |
ICFR Auditor Attestation Flag | false | |
Amendment Description | References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to RedBall Acquisition Corp., unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K amends Amendment No. 1 to the Annual Report on Form 10-K of RedBall Acquisition Corp. for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on August 17, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management revised this interpretation to include temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate 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. Therefore, on December 6, 2021, the Company’s audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of August 17, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 21, 2021 (the “2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited condensed financial statements, as restated, included in the 2020 Form 10-K/A No. 1 for the quarterly period ended September 30, 2020; (iv) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021; (v) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021; and (vi) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021, and in particular footnote 2 to those unaudited condensed financial statements and Item 4 of Part 1, should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate (a) the financial statements described in (i)-(iii) in an amendment to the Form 10-K/A No. 1 and (b) the financial statements described in (iv-vi) in an amendment to the Company’s Quarterly Report on Form 10-Q/A (the “Q3 Form 10-Q/A”). Each amendment will be filed with the SEC. The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, including our proposed business combination and updated going concerns considerations, no other information included in the Annual Report on Form 10-K of RedBall Acquisition Corp. filed on March 30, 2021 (the “Original Filing”) as amended by the First Amended Filing is being amended or updated by this Amendment No. 2 and this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing as amended by the First Amended Filing. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended filing and with our filings with the SEC subsequent to the Original Filing and First Amended Filing. In addition, the Company has not amended its previously filed Quarterly Reports on Form 10-Q or current reports on Form 8-K for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amendment No. 2, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 667 Madison Avenue | |
Entity Address, Address Line Two | 16th Floor | |
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, $0.0001 par value, and 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-third of one whole Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | RBAC WS | |
Security Exchange Name | NYSE |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,601,324 |
Prepaid expenses | 308,554 |
Total current assets | 1,909,878 |
Investments held in Trust Account | 575,282,641 |
Total Assets | 577,192,519 |
Current liabilities: | |
Accrued expenses | 105,454 |
Accounts payable | 726,316 |
Due to related party | 284,646 |
Total current liabilities | 1,116,416 |
Derivative warrant liabilities | 65,511,660 |
Deferred underwriting commissions | 20,125,000 |
Total liabilities | 86,753,076 |
Commitments and Contingencies (Note 6) | |
Class A ordinary shares, $0.0001 par value; 57,500,000 shares subject to possible redemption at $10.00 per share redemption value | 575,000,000 |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (84,561,995) |
Total shareholders' deficit | (84,560,557) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 577,192,519 |
Ordinary Class A [Member] | |
Current liabilities: | |
Class A ordinary shares, $0.0001 par value; 57,500,000 shares subject to possible redemption at $10.00 per share redemption value | 575,000,000 |
Shareholders' Deficit | |
Ordinary share, value | 0 |
Ordinary Class B [Member] | |
Shareholders' Deficit | |
Ordinary share, value | $ 1,438 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred shares par or stated value per share | $ / shares | $ 0.0001 |
Preferred shares authorised | 1,000,000 |
Preferred shares issued | 0 |
Preferred shares outstanding | 0 |
Temporary equity redemption price | $ / shares | $ 10 |
Ordinary Class A [Member] | |
Ordinary shares par or stated value per share | $ / shares | $ 0.0001 |
Ordinary shares authorised | 400,000,000 |
Ordinary shares issued | 0 |
Ordinary shares outstanding | 0 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary shares outstanding | 57,500,000 |
Temporary equity redemption price | $ / shares | $ 10 |
Ordinary Class B [Member] | |
Ordinary shares par or stated value per share | $ / shares | $ 0.0001 |
Ordinary shares authorised | 40,000,000 |
Ordinary shares issued | 14,375,000 |
Ordinary shares outstanding | 14,375,000 |
Statement of Operations
Statement of Operations | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Operating expenses | |
General and administrative expenses | $ 1,218,472 |
Administrative expenses - related party | 111,291 |
Loss from operations | (1,329,763) |
Change in fair value of derivative warrant liabilities | (22,411,660) |
Transaction costs - derivative warrant liabilities | (1,636,200) |
Net gain from investments held in Trust Account | 282,641 |
Net loss | $ (25,094,982) |
Ordinary Class A [Member] | |
Operating expenses | |
Weighted average ordinary shares outstanding, basic and diluted | shares | 38,426,829 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.48) |
Ordinary Class B [Member] | |
Operating expenses | |
Weighted average ordinary shares outstanding, basic and diluted | shares | 13,753,049 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.48) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - 7 months ended Dec. 31, 2020 - USD ($) | Total | Ordinary Class A [Member] | Ordinary Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
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 | ||||
Accretion of Class A ordinary shares to redemption amount | (59,490,575) | $ (59,490,575) | (23,562) | (59,467,013) | |
Net loss | (25,094,982) | (25,094,982) | |||
Ending Balance at Dec. 31, 2020 | $ (84,560,557) | $ 0 | $ 1,438 | $ 0 | $ (84,561,995) |
Ending Balance (in shares) at Dec. 31, 2020 | 0 | 14,375,000 |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (25,094,982) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid through note payable to related party | 37,791 |
Net gain from investments held in Trust Account | (282,641) |
Change in fair value of derivative warrant liabilities | 22,411,660 |
Transaction costs - derivative warrant liabilities | 1,636,200 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (308,554) |
Accounts payable | 726,316 |
Accrued expenses | 20,454 |
Due to related party | 284,646 |
Net cash used in operating activities | (569,110) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (575,000,000) |
Net cash used in investing activities | (575,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (235,986) |
Proceeds received from initial public offering, gross | 575,000,000 |
Proceeds received from private placement | 14,350,000 |
Offering costs paid | (11,943,580) |
Net cash provided by financing activities | 577,170,434 |
Net increase in cash | 1,601,324 |
Cash - beginning of the period | 0 |
Cash - ending of the period | 1,601,324 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor | 25,000 |
Offering costs included in accrued expenses | 85,000 |
Offering costs paid through note payable - related party | 198,195 |
Deferred underwriting commissions | $ 20,125,000 |
Description of Organization, Bu
Description of Organization, Business Operations | 7 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Organization and General RedBall Acquisition Corp. (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands on June 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2020, the Company had not yet commenced operations. All activity for the The Company’s sponsor is RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2020. On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,566,667 warrants at a price of $1.50 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $14.4 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders 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 amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 5) 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 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 redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights only $ 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) $ per public share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Restatement of Previously Issue
Restatement of Previously Issued Financial statements | 7 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 21, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require 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 stockholders’ 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 $5,000,001. Previously, the Company did not consider redeemable stock 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. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company restated 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. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480 and restated earnings per share. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on August 21, 2020 (the “Post-IPO Balance Sheet”), the Company’s Form 10-Q for the quarterly period ended September 30, 2020, and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 21, 2021, as well as the Form 10-Qs for the quarterly periods ended. March 31, 2021, June 30, 2021 and September 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, will be restated with an amendment to the Company’s Form 10-Q for the quarterly period ended September 30, 2021. Going Concern The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans including the proposed business combination. In connection with management’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that these considerations taken together with the mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2022. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern . Impact of the Restatement The increase in the carrying value of the redeemable Class A ordinary shares classified as temporary equity, rather than permanent equity, in the IPO Balance Sheet of $66.2 million resulted in a decrease of approximately $6.7 million in additional paid-in capital and an increase of approximately $59.5 million to accumulated deficit, as well as a reclassification of 6,615,680 shares of Class A ordinary shares from permanent equity to temporary equity as presented below. As of August 17, 2020 As Reported As Previously 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares subject to possible redemption $ 508,843,200 $ 66,156,800 $ 575,000,000 Class A ordinary shares $ 662 $ (662 ) $ — Class B ordinary shares $ 1,438 $ — $ 1,438 Additional paid-in capital $ 6,699,125 $ (6,699,125 ) $ — Accumulated deficit $ (1,701,221 ) $ (59,457,013 ) $ (61,158,234 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (66,156,800 ) $ (61,156,796 ) The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As of December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares $ 485,439,440 $ 89,560,560 $ 575,000,000 Class A ordinary shares $ 896 $ (896 ) $ — Class B ordinary shares $ 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 ) The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The Company’s statement of operations has been restated to reflect the changes to the impacted earnings per share data as presented below. Earnings Per Share As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated For the Period From June 10, 2020 (Inception) Through December 31, 2020 Net loss $ (25,094,982 ) $ — $ (25,094,982 ) Weighted average shares outstanding - Class A ordinary shares 57,500,000 (19,073,171 ) 38,426,829 Basic and diluted earnings per share - Class A ordinary shares $ — $ (0.48 ) $ (0.48 ) Weighted average shares outstanding - Class B ordinary shares 13,753,049 — 13,753,049 Basic and diluted earnings per share - Class B ordinary shares $ (1.85 ) $ 1.37 $ (0.48 ) The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: For the Period From June 10, 2020 (Inception) Through December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment Adjustment As Restated Value of Class A ordinary shares subject to possible redemption $ 508,843,200 $ (508,843,200 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (23,403,760 ) $ 23,403,760 $ — See Note 11 — Quarterly Financial Information where unaudited interim periods are presented as restated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from June 10, 2020 (inception) through December 31, 2020, and the unaudited interim financial statements as of, and for the quarterly period ended September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2020. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2 (a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and the Black-Scholes model for the Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of such the Public Warrants. Offering costs associated with Initial Public Offering The Company complied with the requirements of the ASC 340-10-S99-1. Offering costs consist legal, accounting, underwriting fees and othe r Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 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 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. 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 capital (to the extent available) and accumulated deficit. 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 outstanding for the respective period. 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 is excluded from earnings per shares as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from June 10, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (18,480,698 ) $ (6,614,284 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 38,426,829 13,753,049 Basic and diluted net loss per ordinary share $ (0.48 ) $ (0.48 ) Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period . The 19,166,667 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,566,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. 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 at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and the Black- Scholes for the Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of such the Public Warrants. Income taxes ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and no amounts for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues illlder review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Recent accounting pronouncements Management does not believe that any recently not |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 Units, including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment 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 of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a payment of $25,000 by the Sponsor to cover for certain offering costs on behalf of the Company. In July 2020, the Sponsor transferred 30,000 founder shares to each of the Company’s independent directors at cost. In addition, in August 2020, the Sponsor transferred 30,000 founder shares to Rice, Hadley, Gates & Manuel LLC pursuant to its retainer agreement, resulting in the Sponsor holding 14,175,000 Founder Shares. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the initial public offering. The underwriters fully exercised the over-allotment option on August 17, 2020; thus, these founder shares were no longer subject to forfeiture. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the 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 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On June 10, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2020 or the closing of the Initial Public Offering. The Company intends to repay the Note from the proceeds of the Initial Public Offering not being placed in the Trust Account. As of August 17, 2020, the Company had borrowed approximately $236,000 under the Note. 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.50 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company agreed to pay the Sponsor a total of $25,000 per month, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $111,000 for expenses in connection with the Administrative Support Agreement from the listing date through December 31, 2020. As of December 31, 2020, $50,000 is payable for these services and is included in the due to related party on the balance sheet. Due to Related Party During the period ended December 31, 2020, the Sponsor paid approximately $285,000 of expenses on behalf of the Company. The amount is presented as Due to related party in current liabilities as of December 31, 2020 on the balance sheet. Executive Compensation None of the Company’s officers or directors receive cash compensation for services rendered. However, under the terms of the Company’s agreement with Richard Scudamore for his service as a director, our successful consummation of a business combination would result in the Company obliged to pay $100,000 to him. This amount has not been reflected in the balance sheet as it is contingent upon the success of a business combination. |
Commitments And Contingencies
Commitments And Contingencies | 7 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. 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 option from the date of its prospectus to purchase up to 7,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on August 17, 2020. 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, LP (each, a “Forward Purchase Party”), affiliates of the Sponsor, agreed to purchase an aggregate of $100.0 million of Class A ordinary shares (the “Forward Purchase Shares”) for $10.00 per share in private placements that will close simultaneously with the closing of the initial Business Combination. The Forward Purchase Shares will be identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Shares may be used for expenses in connection with the initial Business Combination or as part of the consideration to the sellers in the initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company. The Forward Purchase Agreements are subject to conditions, including each Forward Purchase Party giving the Company its written consent confirming its commitment to purchase the Forward Purchase Shares no later than five days after the Company notifies it of the board of directors’ intention to meet to consider entering into a definitive agreement for a proposed Business Combination. Each Forward Purchase Party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each Forward Purchase Party does not consent, it will not be obligated to purchase the Forward Purchase Shares. In addition, the Company has the right, in its sole discretion, to reduce the amount of Forward Purchase Shares that each Forward Purchase Party may purchase pursuant to the Forward Purchase Agreements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 7 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | NOTE 7- DERIVATIVE WARRANT LIABILITES As of December 31, 2020, the Company had 19,166,667 and 9,566,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The warrant has an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If 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 |
Class A Ordinary Share Subject
Class A Ordinary Share Subject To Possible Redemption | 7 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Share Subject To Possible Redemption | NOTE 8- CLASS A ORDINARY SHARES SUBJECT TO 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 future events. The Company is authorized to issue 400,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2020, there were shares of Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the condensed balance sheet. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 575,000,000 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 subject to possible redemption $ 575,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 7 Months Ended |
Dec. 31, 2020 | |
Shareholders Equity [Abstract] | |
Shareholders' Equity (Deficit) | NOTE 9. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares — Company is authorized to issue preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December , , there were preference shares issued or outstanding. Class A Ordinary Shares — Class B Ordinary Shares — Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination (including the Forward Purchase Shares), the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis . |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASURMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Significant Other Unobservable Inputs (Level 3) Assets: U.S. Treasury bills $ 575,282,641 (1) $ — $ — Liabilities: Derivative warrant liabilities $ 43,508,330 $ — $ 22,003,330 (1) Includes $667 in cash. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 31, 2020, as the Public Warrants were separately listed and traded in October 2020. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently through September 30, 2020. The fair value of the Private Placement Warrants have been estimated using the Black-Scholes model initially and through December 31, 2020 measurement dates. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $22.4 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: As of August 17, 2020 As of December 31, 2020 Volatility 10% - 25% 10% - 25.5% Stock price $9.89 - $10.12 $10.89 Time to M&A 1 1 Risk-free rate 0.39% 0.48% Dividend yield 0.0% 0.0% The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from July 20, 2020 (inception) through December 31, 2020, is summarized as follows: Derivative warrant liabilities at June 10, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 43,100,000 Change in fair value of derivative warrant liabilities 7,270,000 Transfers of Public Warrants to Level 1 measurement (28,366,670 ) Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 7 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | NOTE 11 —QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2020, that has Balance Sheet Statement As of September 30, 2020 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares subject to possible redemption $ 509,002,560 $ 65,997,440 $ 575,000,000 Class A ordinary shares $ 660 $ (660 ) $ — Class B ordinary shares $ 1,438 $ — $ 1,438 Additional paid-in capital $ 6,529,768 $ (6,529,768 ) $ — Accumulated deficit $ (1,531,856 ) $ (59,467,012 ) $ (60,998,868 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (65,997,440 ) $ (60,997,430 ) Changes in Shareholders’ Equity (Deficit) For the Period From As Previously 10-K/A Amendment No. 1 Adjustment As Restated Value of Class A ordinary shares subject to possible redemption $ 508,843,200 $ (508,843,200 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 159,360 $ (159,360 ) $ — Earnings Per Share As Previously 10-K/A Amendment No. 1 Adjustment As Restated Statement of Operations Three months ended September 30, Net loss $ (1,508,194 ) $ — $ (1,508,194 ) Weighted average shares outstanding - Class A ordinary shares 57,500,000 (29,375,000 ) 28,125,000 Basic and diluted earnings per share - Class A ordinary shares $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding - Class B ordinary shares 14,375,000 (957,880 ) 13,417,120 Basic and diluted earnings per share - Class B ordinary shares $ (0.11 ) $ 0.07 $ (0.04 ) Earnings Per Share As Previously 10-K/A Amendment No. 1 Adjustment As Restated Statement of Operations For the Period From June 10, 2020 (Inception) Through September 30, 2020 Net loss $ (1,531,856 ) $ — $ (1,531,856 ) Weighted average shares outstanding - Class A ordinary shares 57,500,000 (34,601,770 ) 22,898,230 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.04 ) $ (0.04 ) Weighted average shares outstanding - Class B ordinary shares 14,375,000 (1,128,319 ) 13,246,681 Basic and diluted earnings per share - Class B ordinary shares $ (0.11 ) $ 0.07 $ (0.04 ) 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 $0.0001 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 $0.0001, 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 $0.0001 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 acquire one 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 $0.001 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 $50 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 $1.281 billion minus the Aggregate Cash Consideration; (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 of Directors of RedBall has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby, including the Domestication, and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the shareholders of RedBall. 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 have at least $5,000,001 of net tangible assets upon Closing. Concurrently with the execution of the Business Combination Agreement, RedBall entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 9,050,000 shares of the New SeatGeek Common Stock for an aggregate purchase price equal to $90.5 million (the “PIPE Investment”). In addition, for each subscribed share of the New SeatGeek Common Stock purchased by the PIPE Investors, the PIPE Investors will receive from New SeatGeek one-third of one warrant to purchase one whole share of Common Stock at an exercise price of $11.50 per share and with terms substantially similar to the redeemable warrants included as part of the RedBall’s Units issued in the IPO. In addition, concurrently with the execution of the Merger Agreement, Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with RedBall, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek Common Stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by RedBall shareholders. In addition, the Sponsor has also agreed to forfeit 1,000,000 shares of New SeatGeek common stock upon the Closing, and to subject 7,187,500 shares issued and outstanding Forward Purchase Agreements The Company entered into forward purchase agreements The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, other than the restatements disclosed in Note 2, that would have required adjustment or disclosure in the financial statements. |
Subsequent Events
Subsequent Events | 7 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12. 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 filed with the SEC on October 13, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from June 10, 2020 (inception) through December 31, 2020, and the unaudited interim financial statements as of, and for the quarterly period ended September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2020. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2 (a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and the Black-Scholes model for the Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of such the Public Warrants. |
Offering costs associated with Initial Public Offering | Offering costs associated with Initial Public Offering The Company complied with the requirements of the ASC 340-10-S99-1. Offering costs consist legal, accounting, underwriting fees and othe r |
Class A Ordinary Shares subject to possible redemption | Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 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 |
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 outstanding for the respective period. 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 is excluded from earnings per shares as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from June 10, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (18,480,698 ) $ (6,614,284 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 38,426,829 13,753,049 Basic and diluted net loss per ordinary share $ (0.48 ) $ (0.48 ) |
Derivative Warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period . The 19,166,667 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,566,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. 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 at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and the Black- Scholes for the Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of such the Public Warrants. |
Income taxes | Income taxes ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and no amounts for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues illlder review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently not |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income Loss Per Ordinary Share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from June 10, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (18,480,698 ) $ (6,614,284 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 38,426,829 13,753,049 Basic and diluted net loss per ordinary share $ (0.48 ) $ (0.48 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary of Restatement of Financial Statements | Impact of the Restatement The increase in the carrying value of the redeemable Class A ordinary shares classified as temporary equity, rather than permanent equity, in the IPO Balance Sheet of $66.2 million resulted in a decrease of approximately $6.7 million in additional paid-in capital and an increase of approximately $59.5 million to accumulated deficit, as well as a reclassification of 6,615,680 shares of Class A ordinary shares from permanent equity to temporary equity as presented below. As of August 17, 2020 As Reported As Previously 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares subject to possible redemption $ 508,843,200 $ 66,156,800 $ 575,000,000 Class A ordinary shares $ 662 $ (662 ) $ — Class B ordinary shares $ 1,438 $ — $ 1,438 Additional paid-in capital $ 6,699,125 $ (6,699,125 ) $ — Accumulated deficit $ (1,701,221 ) $ (59,457,013 ) $ (61,158,234 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (66,156,800 ) $ (61,156,796 ) The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As of December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares $ 485,439,440 $ 89,560,560 $ 575,000,000 Class A ordinary shares $ 896 $ (896 ) $ — Class B ordinary shares $ 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 ) The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The Company’s statement of operations has been restated to reflect the changes to the impacted earnings per share data as presented below. Earnings Per Share As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated For the Period From June 10, 2020 (Inception) Through December 31, 2020 Net loss $ (25,094,982 ) $ — $ (25,094,982 ) Weighted average shares outstanding - Class A ordinary shares 57,500,000 (19,073,171 ) 38,426,829 Basic and diluted earnings per share - Class A ordinary shares $ — $ (0.48 ) $ (0.48 ) Weighted average shares outstanding - Class B ordinary shares 13,753,049 — 13,753,049 Basic and diluted earnings per share - Class B ordinary shares $ (1.85 ) $ 1.37 $ (0.48 ) The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: For the Period From June 10, 2020 (Inception) Through December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment Adjustment As Restated Value of Class A ordinary shares subject to possible redemption $ 508,843,200 $ (508,843,200 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (23,403,760 ) $ 23,403,760 $ — |
Class A Ordinary Share Subjec_2
Class A Ordinary Share Subject To Possible Redemption (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
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 shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 575,000,000 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 subject to possible redemption $ 575,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Significant Other Unobservable Inputs (Level 3) Assets: U.S. Treasury bills $ 575,282,641 (1) $ — $ — Liabilities: Derivative warrant liabilities $ 43,508,330 $ — $ 22,003,330 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: As of August 17, 2020 As of December 31, 2020 Volatility 10% - 25% 10% - 25.5% Stock price $9.89 - $10.12 $10.89 Time to M&A 1 1 Risk-free rate 0.39% 0.48% Dividend yield 0.0% 0.0% |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from July 20, 2020 (inception) through December 31, 2020, is summarized as follows: Derivative warrant liabilities at June 10, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 43,100,000 Change in fair value of derivative warrant liabilities 7,270,000 Transfers of Public Warrants to Level 1 measurement (28,366,670 ) Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | Balance Sheet Statement As of September 30, 2020 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares subject to possible redemption $ 509,002,560 $ 65,997,440 $ 575,000,000 Class A ordinary shares $ 660 $ (660 ) $ — Class B ordinary shares $ 1,438 $ — $ 1,438 Additional paid-in capital $ 6,529,768 $ (6,529,768 ) $ — Accumulated deficit $ (1,531,856 ) $ (59,467,012 ) $ (60,998,868 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (65,997,440 ) $ (60,997,430 ) Changes in Shareholders’ Equity (Deficit) For the Period From As Previously 10-K/A Amendment No. 1 Adjustment As Restated Value of Class A ordinary shares subject to possible redemption $ 508,843,200 $ (508,843,200 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 159,360 $ (159,360 ) $ — Earnings Per Share As Previously 10-K/A Amendment No. 1 Adjustment As Restated Statement of Operations Three months ended September 30, Net loss $ (1,508,194 ) $ — $ (1,508,194 ) Weighted average shares outstanding - Class A ordinary shares 57,500,000 (29,375,000 ) 28,125,000 Basic and diluted earnings per share - Class A ordinary shares $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding - Class B ordinary shares 14,375,000 (957,880 ) 13,417,120 Basic and diluted earnings per share - Class B ordinary shares $ (0.11 ) $ 0.07 $ (0.04 ) Earnings Per Share As Previously 10-K/A Amendment No. 1 Adjustment As Restated Statement of Operations For the Period From June 10, 2020 (Inception) Through September 30, 2020 Net loss $ (1,531,856 ) $ — $ (1,531,856 ) Weighted average shares outstanding - Class A ordinary shares 57,500,000 (34,601,770 ) 22,898,230 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.04 ) $ (0.04 ) Weighted average shares outstanding - Class B ordinary shares 14,375,000 (1,128,319 ) 13,246,681 Basic and diluted earnings per share - Class B ordinary shares $ (0.11 ) $ 0.07 $ (0.04 ) |
Description of Organization, _2
Description of Organization, Business Operations - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | 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 | |
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 | |
IPO [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Shares issued during the period new issues shares | 57,500,000 | |
Sale of stock issue price per share | $ 10 | $ 10 |
Proceeds from initial public offer gross | $ 575,000,000 | $ 575,000,000 |
Stock issuance costs | 32,400,000 | |
Deferred underwriting commissions payable current | $ 20,100,000 | |
IPO [Member] | Ordinary Class A [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of the public shareholding eligible for transfer without restriction | 20.00% | |
Over-Allotment Option [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Shares issued during the period new issues shares | 7,500,000 | |
Private Placement [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Sale of stock issue price per share | $ 10 | $ 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 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 17, 2020 | |
Shareholder equity | ||||
Class A ordinary shares subject to possible redemption | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 |
Additional paid-in capital | 0 | |||
Accumulated deficit | (60,998,868) | (60,998,868) | (84,561,995) | (61,158,234) |
Total shareholders' deficit | (60,997,430) | (60,997,430) | (84,560,557) | (61,156,796) |
Statement of Operations | ||||
Net loss | (1,508,194) | (1,531,856) | (25,094,982) | |
Statement of Cash Flows | ||||
Initial value of Class A ordinary shares subject to possible redemption | 0 | |||
Change in initial value of Class A ordinary shares subject to possible redemption | 0 | |||
Ordinary Class A [Member] | ||||
Shareholder equity | ||||
Class A ordinary shares subject to possible redemption | 575,000,000 | |||
Ordinary share, value | $ 0 | $ 0 | $ 0 | |
Statement of Operations | ||||
Weighted average ordinary shares outstanding, basic and diluted | 28,125,000 | 22,898,230 | 38,426,829 | |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) | |
Ordinary Class B [Member] | ||||
Shareholder equity | ||||
Ordinary share, value | $ 1,438 | $ 1,438 | $ 1,438 | 1,438 |
Statement of Operations | ||||
Weighted average ordinary shares outstanding, basic and diluted | 13,417,120 | 13,246,681 | 13,753,049 | |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) | |
As Previously Reported [Member] | ||||
Shareholder equity | ||||
Class A ordinary shares subject to possible redemption | $ 509,002,560 | $ 509,002,560 | $ 485,439,440 | 508,843,200 |
Additional paid-in capital | 6,529,768 | 6,529,768 | 30,092,651 | 6,699,125 |
Accumulated deficit | (1,531,856) | (1,531,856) | (25,094,982) | (1,701,221) |
Total shareholders' deficit | 5,000,010 | 5,000,010 | 5,000,003 | 5,000,004 |
Statement of Operations | ||||
Net loss | (1,508,194) | (1,531,856) | (25,094,982) | |
Statement of Cash Flows | ||||
Initial value of Class A ordinary shares subject to possible redemption | 508,843,200 | 508,843,200 | ||
Change in initial value of Class A ordinary shares subject to possible redemption | 159,360 | (23,403,760) | ||
As Previously Reported [Member] | Ordinary Class A [Member] | ||||
Shareholder equity | ||||
Ordinary share, value | $ 660 | $ 660 | $ 896 | 662 |
Statement of Operations | ||||
Weighted average ordinary shares outstanding, basic and diluted | 57,500,000 | 57,500,000 | 57,500,000 | |
Basic and diluted net loss per ordinary share | $ 0 | |||
As Previously Reported [Member] | Ordinary Class B [Member] | ||||
Shareholder equity | ||||
Ordinary share, value | $ 1,438 | $ 1,438 | $ 1,438 | 1,438 |
Statement of Operations | ||||
Weighted average ordinary shares outstanding, basic and diluted | 14,375,000 | 14,375,000 | 13,753,049 | |
Basic and diluted net loss per ordinary share | $ (0.11) | $ (0.11) | $ (1.85) | |
Restatement Adjustment [Member] | ||||
Shareholder equity | ||||
Class A ordinary shares subject to possible redemption | $ 89,560,560 | 66,156,800 | ||
Additional paid-in capital | (30,092,651) | (6,699,125) | ||
Accumulated deficit | (59,467,013) | (59,457,013) | ||
Total shareholders' deficit | (89,560,560) | (66,156,800) | ||
Statement of Cash Flows | ||||
Initial value of Class A ordinary shares subject to possible redemption | (508,843,200) | |||
Change in initial value of Class A ordinary shares subject to possible redemption | 23,403,760 | |||
Restatement Adjustment [Member] | Ordinary Class A [Member] | ||||
Shareholder equity | ||||
Ordinary share, value | $ (896) | $ (662) | ||
Statement of Operations | ||||
Weighted average ordinary shares outstanding, basic and diluted | (29,375,000) | (34,601,770) | (19,073,171) | |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) | |
Restatement Adjustment [Member] | Ordinary Class B [Member] | ||||
Statement of Operations | ||||
Weighted average ordinary shares outstanding, basic and diluted | (957,880) | (1,128,319) | ||
Basic and diluted net loss per ordinary share | $ 0.07 | $ 0.07 | $ 1.37 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | 7 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Aug. 17, 2020 | |
Additional paid-in capital | $ 0 | ||
Accumulated deficit | (84,561,995) | $ (60,998,868) | $ (61,158,234) |
Class A ordinary shares subject to possible redemption | 575,000,000 | 575,000,000 | 575,000,000 |
Common Class A [Member] | |||
Class A ordinary shares subject to possible redemption | 575,000,000 | ||
Common Class A [Member] | IPO [Member] | |||
Class A ordinary shares subject to possible redemption | 66,200,000 | ||
Previously Reported [Member] | |||
Networth needed post business combination | 5,000,001 | ||
Additional paid-in capital | 30,092,651 | 6,529,768 | 6,699,125 |
Accumulated deficit | (25,094,982) | (1,531,856) | (1,701,221) |
Class A ordinary shares subject to possible redemption | 485,439,440 | 509,002,560 | $ 508,843,200 |
Revision of Prior Period, Adjustment [Member] | |||
Additional paid-in capital | 6,700,000 | (6,529,768) | |
Accumulated deficit | $ 59,500,000 | (59,467,012) | |
Class A ordinary shares subject to possible redemption | $ 65,997,440 | ||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | |||
Recalssification of permanent equity to temporary equity, Shares | 6,615,680 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Common Class A [Member] | |||
Numerator: | |||
Allocation of net loss | $ (18,480,698) | ||
Denominator: | |||
Basic and diluted weighted average ordinary shares outstanding | 28,125,000 | 22,898,230 | 38,426,829 |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) |
Common Class B [Member] | |||
Numerator: | |||
Allocation of net loss | $ (6,614,284) | ||
Denominator: | |||
Basic and diluted weighted average ordinary shares outstanding | 13,417,120 | 13,246,681 | 13,753,049 |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) | 7 Months Ended |
Dec. 31, 2020USD ($)shares | |
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 |
IPO [Member] | Public Warrants [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Class of warrants or rights number of warrants issued during the period | shares | 19,166,667 |
Private Placement [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Class of warrants or rights number of warrants issued during the period | shares | 9,566,667 |
Ordinary Class A [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Ordinary shares subject to possible redemption | shares | 57,500,000 |
Antidilutive securities excluded from the computation of earnings per share | shares | 28,733,334 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from initial public offer gross | $ 575,000,000 | |
Ordinary Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period new issues shares | 57,500,000 | |
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 | $ 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. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2020 | Jul. 31, 2021 | Aug. 17, 2020 |
Related Party Transaction [Line Items] | |||||
Due to Related Parties | $ 300,000 | $ 50,000 | $ 236,000 | ||
Related party transaction service fee per month | 25,000 | ||||
Due to related party | 284,646 | ||||
Business Combination, Contingent Consideration, Liability | 100,000 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | 285,000 | ||||
Accounts Payable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued business combination monthly fees | 111,000 | ||||
Private Placement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrants issue value | $ 1,500,000 | ||||
Warrants issue price per warrant | $ 1.50 | ||||
Number of warrants issued | 9,566,667 | ||||
Proceeds from issue of warrants | $ 14,400,000 | ||||
Warrant exercise price | $ 11.50 | ||||
Ordinary Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued during the period new issues shares | 57,500,000 | ||||
Percent of convertible share to outstanding shares | 20.00% | ||||
Share Price | $ 12 | ||||
Warrant exercise price | $ 11.50 | ||||
Ordinary Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued during the period new issues shares | 30,000 | 14,375,000 | 30,000 | ||
Proceeds from issuance of ordinary share | $ 25,000 | ||||
Shares subject to forfeiture | 1,875,000 | ||||
Number of founder shares outstanding | 14,175,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Dec. 31, 2020 |
Private Placement [Member] | ||
Sale of Stock, Consideration Received on Transaction | $ 100 | |
Sale of Stock, Price Per Share | $ 10 | $ 10 |
Underwriting Agreement [Member] | ||
Option to Purchase Additional Units | 7,500,000 | |
Underwriting Discount Per Unit | $ 0.20 | |
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) | 7 Months Ended |
Dec. 31, 2020$ / 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 Subjec_3
Class A Ordinary Share Subject To Possible Redemption - Additional Information (Details) - Common Class A [Member] | 7 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Temporary Equity [Line Items] | |
Temporary Equity, Shares Authorized | 400,000,000 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary Equity Voting Rights | one |
Temporary Equity, Shares Outstanding | 57,500,000 |
Class A Ordinary Share Subjec_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 ($) | 7 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Aug. 17, 2020 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 575,000,000 | ||
Accretion of carrying value to redemption value | (59,490,575) | ||
Class A ordinary share subject to possible redemption | 575,000,000 | $ 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 share subject to possible redemption | $ 575,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | Aug. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2020 | Jul. 31, 2021 |
Preferred shares authorised | 1,000,000 | |||
Preferred shares issued | 0 | |||
Preferred shares outstanding | 0 | |||
Preferred Stock [Member] | ||||
Preferred shares authorised | 1,000,000 | |||
Preferred shares issued | 0 | |||
Preferred shares outstanding | 0 | |||
Common Class A [Member] | ||||
Ordinary shares authorised | 400,000,000 | |||
Ordinary shares par or stated value per share | $ 0.0001 | |||
Ordinary shares issued | 0 | |||
Shares issued during the period new issues shares | 57,500,000 | |||
Ordinary shares outstanding | 0 | |||
Temporary Equity, Shares Outstanding | 57,500,000 | |||
Percent of convertible share to outstanding shares | 20.00% | |||
Common Class B [Member] | ||||
Ordinary shares authorised | 40,000,000 | |||
Ordinary shares par or stated value per share | $ 0.0001 | |||
Ordinary shares issued | 14,375,000 | |||
Shares issued during the period new issues shares | 30,000 | 14,375,000 | 30,000 | |
Ordinary shares outstanding | 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) | Dec. 31, 2020USD ($) |
Level 1 [Member] | Derivative Warrant Liabilities [Member] | |
Liabilities: | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 43,508,330 |
Level 1 [Member] | US Treasury Securities [Member] | |
Assets: | |
Investments held in Trust Account | 575,282,641 |
Level 3 [Member] | Derivative Warrant Liabilities [Member] | |
Liabilities: | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 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) | Dec. 31, 2020USD ($) |
US Treasury Securities | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Cash | $ 667 |
Fair Value Measurements - Su_3
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Dec. 31, 2020yr | Aug. 17, 2020yr |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 25 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | |
Volatility | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 25.5 | |
Volatility | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | |
Stock price | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10.89 | 10.12 |
Stock price | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.89 | |
Time to M&A | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.48 | 0.39 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail) - Warrants [Member] - Level 3 [Member] | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at June 10, 2020 (inception) | $ 0 |
Issuance of Public and Private Warrants - Level 3 | 43,100,000 |
Change in fair value of derivative warrant liabilities | 7,270,000 |
Transfers of Public Warrants to Level 1 measurement | (28,366,670) |
Derivative warrant liabilities - Level 3, at December 31, 2020 | $ 22,003,330 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value Adjustment of warrants | $ 22.4 |
Quarterly Financial Informati_3
Quarterly Financial Information - Summary of Balance Sheet (Detail) - USD ($) | 4 Months Ended | 7 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Aug. 17, 2020 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 |
Shareholder equity | |||
Additional paid-in capital | 0 | ||
Accumulated deficit | (60,998,868) | (84,561,995) | (61,158,234) |
Total shareholders' deficit | (60,997,430) | (84,560,557) | (61,156,796) |
Initial value of Class A ordinary shares subject to possible redemption | 0 | ||
Change in initial value of Class A ordinary shares subject to possible redemption | 0 | ||
Ordinary Class A [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 575,000,000 | ||
Shareholder equity | |||
Common stock, value | 0 | 0 | |
Ordinary Class B [Member] | |||
Shareholder equity | |||
Common stock, value | 1,438 | 1,438 | 1,438 |
As Previously Reported [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 509,002,560 | 485,439,440 | 508,843,200 |
Shareholder equity | |||
Additional paid-in capital | 6,529,768 | 30,092,651 | 6,699,125 |
Accumulated deficit | (1,531,856) | (25,094,982) | (1,701,221) |
Total shareholders' deficit | 5,000,010 | 5,000,003 | 5,000,004 |
Initial value of Class A ordinary shares subject to possible redemption | 508,843,200 | 508,843,200 | |
Change in initial value of Class A ordinary shares subject to possible redemption | 159,360 | (23,403,760) | |
As Previously Reported [Member] | Ordinary Class A [Member] | |||
Shareholder equity | |||
Common stock, value | 660 | 896 | 662 |
As Previously Reported [Member] | Ordinary Class B [Member] | |||
Shareholder equity | |||
Common stock, value | 1,438 | 1,438 | $ 1,438 |
Restatement Adjustment | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 65,997,440 | ||
Shareholder equity | |||
Additional paid-in capital | (6,529,768) | 6,700,000 | |
Accumulated deficit | (59,467,012) | $ 59,500,000 | |
Total shareholders' deficit | (65,997,440) | ||
Initial value of Class A ordinary shares subject to possible redemption | (508,843,200) | ||
Change in initial value of Class A ordinary shares subject to possible redemption | (159,360) | ||
Restatement Adjustment | Ordinary Class A [Member] | |||
Shareholder equity | |||
Common stock, value | $ (660) |
Quarterly Financial Informati_4
Quarterly Financial Information - Summary of Income Statement (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | |||
Net loss | $ (1,508,194) | $ (1,531,856) | $ (25,094,982) |
Ordinary Class A [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding | 28,125,000 | 22,898,230 | 38,426,829 |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) |
Ordinary Class B [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding | 13,417,120 | 13,246,681 | 13,753,049 |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) |
As Previously Reported [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Net loss | $ (1,508,194) | $ (1,531,856) | $ (25,094,982) |
As Previously Reported [Member] | Ordinary Class A [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 |
Basic and diluted net loss per ordinary share | $ 0 | ||
As Previously Reported [Member] | Ordinary Class B [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding | 14,375,000 | 14,375,000 | 13,753,049 |
Basic and diluted net loss per ordinary share | $ (0.11) | $ (0.11) | $ (1.85) |
Restatement Adjustment [Member] | Ordinary Class A [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding | (29,375,000) | (34,601,770) | (19,073,171) |
Basic and diluted net loss per ordinary share | $ (0.04) | $ (0.04) | $ (0.48) |
Restatement Adjustment [Member] | Ordinary Class B [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding | (957,880) | (1,128,319) | |
Basic and diluted net loss per ordinary share | $ 0.07 | $ 0.07 | $ 1.37 |
Quarterly Financial Informati_5
Quarterly Financial Information - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Dec. 31, 2020 |
Private Placement [Member] | ||
Exercise price | $ 11.50 | |
Sale of Stock, Consideration Received on Transaction | $ 100,000,000 | |
Sale of Stock, Price Per Share | $ 10 | $ 10 |
First Effective Time [Member] | ||
Aggregate cash consideration | $ 50,000,000 | |
Number of shares issued or issuable,value | 1,281,000,000 | |
Post Business Combination Net Worth Requirement To Effect Business Combination [Member] | ||
Networth needed post business combination | $ 5,000,001 | |
Subscription Agreement [Member] | ||
Exercise price | $ 11.50 | |
Redball ClassA Ordinary Shares [Member] | ||
Common Stock, Par or Stated Value Per Share | 0.0001 | |
Redball class B Ordinary Shares [Member] | ||
Common Stock, Par or Stated Value Per Share | 0.0001 | |
New SeatGeek Common Stock [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Conversion Basis | one | |
New SeatGeek Common Stock [Member] | Backstop Subscription Agreement [Member] | ||
Number of shares issued during period subject to forfeiture | 7,187,500 | |
Number Of Shares Outstanding 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] | Backstop Subscription Agreement [Member] | Sponsor [Member] | ||
Aggregate purchase price | $ 65,000,000 | |
Share Price | $ 10 | |
Number of shares agreed to forfeit | 1,000,000 | |
New SeatGeek Common Stock [Member] | PIPE Investor [Member] | Subscription Agreement [Member] | ||
Common stock shares subscribed but unissued | 9,050,000 | |
Aggregate purchase price | $ 90,500,000 | |
New SeatGeek Common Stock [Member] | Redball ClassA Ordinary Shares [Member] | ||
Common Stock, Conversion Basis | one-for-one | |
New SeatGeek Common Stock [Member] | Redball class B Ordinary Shares [Member] | ||
Common Stock, Conversion Basis | one-for-one | |
New SeatGeek Warrant [Member] | ||
Class Of Warrant Or Rights Conversion Basis | one | |
SeatGeek Ordinary share [Member] | Immediately Prior to the First Effective Time [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 |