Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Apr. 08, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Entity Registrant Name | BLUESCAPE OPPORTUNITIES ACQUISITION CORP. | ||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Central Index Key | 0001818089 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | Bluescape Opportunities Acquisition Corp. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from July 9, 2020 (inception) through December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on April 8, 2021 (the "Original 10-K"). | ||
Transition Report | true | ||
Entity Public Float | $ 0 | ||
Class A Ordinary Shares | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Trading Symbol | BOAC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 60,750,000 | ||
Class B Ordinary Shares | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 15,187,500 | ||
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | BOAC.U | ||
Security Exchange Name | NYSE | ||
Redeemable warrants, each whole warrant exercisable | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Trading Symbol | BOAC WS | ||
Security Exchange Name | NYSE |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 2,687,399 |
Prepaid expenses | 310,857 |
Total current assets | 2,998,256 |
Investments held in Trust Account | 607,602,520 |
Total Assets | 610,600,776 |
Current liabilities: | |
Accounts payable and accrued expenses | 835,989 |
Total current liabilities | 835,989 |
Deferred underwriting commissions | 21,262,500 |
Warrant liabilities | 89,050,000 |
Total liabilities | 111,148,489 |
Commitments and Contingencies | |
Class A ordinary shares $0.0001 par value, subject to possible redemption; 49,445,228 shares at redemption value | 494,452,284 |
Shareholders' Equity: | |
Preferred shares, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | |
Additional paid-in capital | 45,582,956 |
Accumulated deficit | (40,585,602) |
Total shareholders' equity | 5,000,003 |
Total Liabilities and Shareholders' Equity | 610,600,776 |
Class A Ordinary Shares | |
Shareholders' Equity: | |
Ordinary shares | 1,130 |
Class B Ordinary Shares | |
Shareholders' Equity: | |
Ordinary shares | $ 1,519 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Class A Ordinary Shares | |
Temporary equity, par value | $ / shares | $ 0.0001 |
Shares subject to possible redemption | 49,445,228 |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 500,000,000 |
Common shares, shares issued | 11,304,772 |
Common shares, shares outstanding | 11,304,772 |
Class B Ordinary Shares | |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 50,000,000 |
Common shares, shares issued | 15,187,500 |
Common shares, shares outstanding | 15,187,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
STATEMENT OF OPERATIONS | |
Formation expenses | $ 25,000 |
General and administrative expenses | 146,497 |
Loss from operations | 171,497 |
Other income (expense): | |
Gain on investments | 102,519 |
Offering costs allocated to warrant liabilities | (2,006,624) |
Stock compensation expense - private placement warrants | (2,921,000) |
Change in fair value of warrant liabilities | (35,589,000) |
Net loss | $ (40,585,602) |
Basic and diluted weighed average ordinary shares outstanding | shares | 52,287,200 |
Basic and diluted net income per ordinary share subject to possible redemption | $ / shares | $ 0 |
Weighted average non-redeemable ordinary shares outstanding | shares | 17,429,129 |
Basic and diluted net loss per non-redeemable ordinary share | $ / shares | $ (2.33) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 6 months ended Dec. 31, 2020 - USD ($) | Ordinary SharesClass A Ordinary Shares | Ordinary SharesClass B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Class A Ordinary Shares | Total | |
Balance at the beginning at Jul. 08, 2020 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Jul. 08, 2020 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 1,653 | [1] | 23,347 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 16,531,250 | ||||||
Sale of 60,750,000 Units in Initial Public Offering | $ 6,075 | 571,103,925 | 571,110,000 | ||||
Sale of 60,750,000 Units in Initial Public Offering (in shares) | 60,750,000 | 60,750,000 | |||||
Ordinary shares subject to possible redemption | $ (4,945) | (494,447,205) | (494,452,150) | ||||
Ordinary shares subject to possible redemption (in shares) | (49,445,228) | ||||||
Underwriters' discount and offering costs | (31,097,111) | (31,097,111) | |||||
Forfeiture of Founder Shares | $ (134) | [1] | (134) | ||||
Forfeiture of Founder Shares (in shares) | (1,343,750) | ||||||
Net loss | (40,585,602) | (40,585,602) | |||||
Balance at the end at Dec. 31, 2020 | $ 1,130 | $ 1,519 | [1] | $ 45,582,956 | $ (40,585,602) | $ 5,000,003 | |
Balance at the end (in shares) at Dec. 31, 2020 | 11,304,772 | 15,187,500 | |||||
[1] | Share amount has been retroactively restated to give effect to share surrenders of 3,593,750 shares (Note 6). |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | Nov. 12, 2020 | Oct. 30, 2020 | Dec. 31, 2020 |
Number of units issued | 60,750,000 | ||
Over-allotment | |||
Number of units issued | 3,250,000 | 8,625,000 | |
Private Placement | |||
Number of units issued | 650,000 | ||
Sale of Private placement warrants to sponsor | 14,150,000 | ||
Class A Ordinary Shares | |||
Number of units issued | 60,750,000 | 60,750,000 | |
Class B Ordinary Shares | |||
Shares surrendered | 3,593,750 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (40,585,602) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Gain on investment | (102,519) |
Change in fair value of warrant liabilities | 35,589,000 |
Stock compensation expense - private placement warrants | 2,921,000 |
Offering costs | 2,006,624 |
Changes in operating assets and liabilities: | |
Accounts payable and accrued expenses | 400,988 |
Prepaid expenses | (310,857) |
Net cash used in operating activities | (81,366) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (607,500,000) |
Net cash used in operating activities | (607,500,000) |
Cash Flows From Financing Activities | |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 |
Proceeds received from initial public offering | 607,500,000 |
Proceeds from promissory note - related party | 298,067 |
Proceeds received from private placement | 14,150,000 |
Repayment of promissory note - related party | (298,067) |
Payment of offering costs | (11,406,235) |
Net Cash provided By Financing Activities | 610,268,765 |
Net Change in Cash | 2,687,399 |
Cash - beginning of the period | 0 |
Cash - end of the period | 2,687,399 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable and accrued expenses and charged to additional paid in capital | 435,001 |
Deferred offering costs included in note payable | 295,175 |
Deferred underwriting commissions charged to additional paid-in capital in connection with the initial public offering | 21,262,500 |
Initial value of Class A ordinary shares subject to possible redemption | 528,808,811 |
Change in value of Class A ordinary shares subject to possible redemption | (34,356,527) |
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | $ 53,461,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Organization and General Bluescape Opportunities Acquisition Corp. (the “ Company ”) was incorporated in the Cayman Islands on July 9, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “ Business Combination ”). The Company is an early stage and “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 ”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 9, 2020 (inception) through December 31, 2020 was related to the Company’s formation, the initial public offering (the “ Initial Public Offering ”) further described below, and, since the Initial Public Offering, the search for a prospective Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments on cash and cash equivalents in the Trust Account (as defined below). On July 13, 2020, Bluescape Sponsor LLC (the “ Sponsor ”) purchased 20,125,000 shares of the Company’s Class B ordinary shares (the “ Founder Shares ”) for an aggregate price of $25,000. On October 23, 2020, the Sponsor surrendered 3,593,750 Founder Shares, resulting in an aggregate of 16,531,250 Founder Shares. As a result of the underwriters' election to partially exercise their over-allotment option, 1,343,750 additional Founder Shares were forfeited, resulting 15,187,500 Founder Shares outstanding as of December 31, 2020. The 15,187,500 Founder Shares outstanding will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The registration statement for the Company’s Public Offering became effective on October 27, 2020. On October 30, 2020, the Company consummated the Initial Public Offering of 57,500,000 units (the “ Units ” and, with respect to the Class A ordinary shares included in the Units sold, the “ Public Shares ”), at $10.00 per Unit, generating gross proceeds of $575,000,000. Subsequently, on November 12, 2020, the Company consummated the closing of the sale of 3,250,000 additional units at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise the Over-Allotment option, generating additional gross proceeds of $32,500,000 to the Company and resulting in an aggregate of 60,750,000 outstanding Units (Note 4). Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole public warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,500,000 warrants (the “ Private Placement Warrants ”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor and an investment fund managed by Zimmer Partners, LP (“ Zimmer Entity ”), generating gross proceeds of $13,500,000. In connection with the November 12, 2020 exercise of the underwriters’ Over-Allotment option, the Company consummated the private placement of an additional 650,000 warrants, at a purchase price of $1.00 per private placement warrant, to Bluescape Sponsor LLC and an investment fund managed by Zimmer Partners, LP, generating gross proceeds of $650,000 and resulting in an aggregate of 14,150,000 Private Placement Warrants (Note 5). Aggregate transaction costs related to the Public Offering and underwriters' over-allotment amounted to $33,103,735, consisting of $12,150,000 of underwriting fees, $21,262,500 of deferred underwriting fees, $906,235 of other offering costs, and an expense reimbursement of $1,215,000. In addition, at December 31, 2020, cash of $2,687,399 was held outside of the Trust Account (as defined below) and is available for the payment of offering expenses and for working capital purposes. Trust Account and Initial Business Combination Following the closing of the Initial Public Offering on October 30, 2020 and the subsequent partial exercise of the underwriters’ over-allotment exercise, an amount of $607,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants, was placed in a segregated trust account (the “ Trust Account ”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully and the Company must complete an initial Business Combination with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. Other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the initial Business Combination, (ii) the redemption of public shares if the Company has not consummated an initial Business Combination by October 27, 2022, subject to applicable law, or (iii) the redemption of public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of public shares if the Company does not complete the initial Business Combination by October 27, 2022 or (B) with respect to any other provision relating to the rights of holders of Class A ordinary shares. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Company to pay income taxes. 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 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The decision as to whether the Company will seek shareholder approval of the initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks shareholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of ordinary shares voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If a shareholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “ Amended and Restated Certificate of Incorporation ”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“ SEC ”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction 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. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees will agree to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. 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 of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation 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 15% or more of the Public Shares, without the prior consent of the Company. The Company will have until October 27, 2022 (the “ Combination Window ”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent directors the hold Founder Shares have agreed (a) to waive their redemption rights with respect to Founder Shares and Public Shares held in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation 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 shares in conjunction with any such amendment. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price of $10.00 per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Shares due to reductions in the value of the trust will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act ”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of December 31, 2020, the Company had $2,687,399 in its operating bank account for working capital. Based on the foregoing, management believes that the Company will have sufficient working capital to meet the Company’s needs through the earlier of the consummation of an initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination. Risks and Uncertainties Management is currently evaluating 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 statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2 - Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Statement"). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of October 27, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agreement"). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 30,375,000 redeemable warrants (the "Public Warrants") that were included in the units issued by the Company in its initial public offering (the "IPO") and (ii) the 14,150,000 redeemable warrants that were issued to the Company's sponsor in a private placement that closed concurrently with the closing of the IPO (the "Private Placement Warrants" and, together with the Public Warrants, the "Warrants", which are discussed in Note 4, Note 5, and Note 9). The Company previously accounted for the Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. After consultation with the Company's independent registered public accounting firm, the Company's management and the audit committee of the Company's Board of Directors concluded that it is appropriate to restate the Company's previously issued audited financial statements as of December 31, 2020 and for the period from July 9, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. As Previously Reported Adjustment As Restated Balance Sheet as of October 30, 2020 Warrant liabilities $ — $ 53,461,000 $ 53,461,000 Total liabilities 21,038,746 54,598,500 75,637,246 Class A ordinary shares subject to possible redemption 550,907,311 (22,098,500) 528,808,811 Class A ordinary shares 241 504 745 Additional paid-in capital 5,036,123 4,637,982 9,674,197 Accumulated deficit (37,892) (4,638,486) (4,676,378) Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 89,050,000 $ 89,050,000 Total liabilities 22,098,489 89,050,000 111,148,489 Class A ordinary shares subject to possible redemption 583,502,284 (89,050,000) 494,452,284 Class A ordinary shares 240 891 1,131 Additional paid-in capital 5,067,222 40,515,733 45,582,955 Accumulated deficit (68,978) (40,516,624) (40,585,602) Statement of Operations for the Period From July 9, 2020 (Inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (35,589,000) $ (35,589,000) Stock compensation expense – private placement warrants — (2,921,000) (2,921,000) Offering costs (2,006,624) (2,006,624) Net loss (68,978) (40,516,624) (40,585,602) Weighted average ordinary shares subject to possible redemption 57,571,209 (5,284,009) 52,287,200 Weighted average non-redeemable ordinary shares outstanding 16,661,914 767,215 17,429,129 Basic and diluted net loss per non-redeemable ordinary share $ (0.01) $ (2.32) $ (2.33) Statement of Cash Flows for the Period From July 9, 2020 (Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (68,978) $ (40,516,624) $ (40,585,602) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 35,589,000 35,589,000 Stock compensation expense – private placement warrants 2,921,000 2,921,000 Offering costs — 2,006,624 2,006,624 Non-Cash Investing and Financing Activities: Initial value of Class A ordinary shares subject to possible redemption 582,269,811 (53,461,000) 528,808,811 Change in value of Class A ordinary shares subject to possible redemption 1,232,473 (35,589,000) (34,356,527) Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities $ — $ 53,461,000 $ 53,461,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash and cash equivalents as of December 31, 2020. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB ”) Topic 5A — “ Expenses of Offering .” Offering costs consist of costs incurred in connection with formation and preparation for the Initial Public Offering. Other than the amounts allocable to the warrants, these costs, together with the underwriting discount, were charged to shareholder’s equity (additional paid-in capital) upon the completion of the Initial Public Offering and subsequent underwriters’ over-allotment exercise (see Note 1). Since the Class A Shares and Public Warrants constitute separate units of accounting, a ratable amount of offering costs were allocated to the warrants and included as expense in Offering costs allocated to warrant liabilities in the Company’s statement of operations. Warrant Liabilities We account for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share .” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the initial Public Offering and Private Placement in the calculation of diluted income or loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares have limited redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on Class A non-redeemable ordinary share’s proportionate interest. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2020, the Company has not experienced losses on these accounts. Investments Held in Trust Account The Company’s portfolio of investments held in Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. As of December 31, 2020, the Company’s portfolio of investments held in Trust Account are comprised solely of U.S. treasury bills maturing April 29, 2021. Fair Value Measurements Fair value is defined, under FASB ASC 820, “ Fair Value Measurements and Disclosures ,” as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 .” Under this guidance, 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As discussed in Note 1, all of the 60,750,000 Public Shares contain a redemption feature which allows for the redemption of Class A ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of Shareholders’ equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A ordinary shares are recorded as charges against additional paid-in capital. Components of Equity Upon the IPO, the Company issued Class A ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $53,461,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $33,103,735, to the Class A ordinary shares. A portion of the 60,750,000 Class A ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. At December 31, 2020, 49,445,228 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity on the Company’s balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company as is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4 - Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 57,500,000 units at a price of $10.00 per unit. Each Unit consists of one Class A ordinary share (the “ Ordinary Share ”), $0.0001 par value, and one-half of one redeemable warrant (“ Public Warrant ”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). The Company granted the underwriters a 45‑day option to purchase up to 8,625,000 additional Units to cover any over-allotments at the initial public offering price less the underwriting discounts and commissions. On November 12, 2020, the Company consummated the closing of the sale of an additional, and final 3,250,000 units at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $32,500,000 to the Company and resulting in an aggregate of 60,750,000 Units. Each Unit consists of one Ordinary Share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share. The Company paid an underwriting discount to the underwriters at the closing of the Initial Public Offering and upon the over-allotment option exercise, a portion of which will be deferred and payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2020 | |
Private Placement | |
Private Placement | Note 5 - Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Zimmer Entity purchased, severally and not jointly, 13,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $13,500,000. On November 12, 2020, simultaneously with the exercise of the over-allotment option, the Sponsor and the Zimmer Entity purchased, severally and not jointly, 650,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $650,000. Resulting in an aggregate of 14,150,000 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. There are no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are exercisable on a cashless basis and are non-redeemable (except as described under Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00) so long as they are held by the initial purchasers or their permitted transferees. The Sponsor, Zimmer Entity, and the Company’s officers and directors have 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 Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 6 - Related Party Transactions Founder Shares On July 13, 2020, the Sponsor purchased 20,125,000 shares of the Company’s Class B ordinary shares for an aggregate price of $25,000. On October 23, 2020, the Sponsor surrendered 3,593,750 Founder Shares, resulting in an aggregate of 16,531,250 Founder Shares. Subsequently, as a result of the underwriters ’ election to partially exercise their over-allotment option, 1,343,750 additional Founder Shares were forfeited, resulting 15,187,500 Founder Shares outstanding. The 15,187,500 Founder Shares outstanding will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 9. In connection with the issuance of the Founder Shares, the Sponsor has paid third parties directly for costs associated with formation of the Company and issuance of the Founder Shares. The Sponsor and the Company’s independent directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-division, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. Promissory Note – Related Party On July 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Promissory Note ”). This Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Public Offering. The outstanding balance under the Note of $298,067 was repaid at the closing of the Initial Public Offering on October 30, 2020 and no outstanding balance remains as of December 31, 2020. Administrative Support Agreement Commencing on the effective date of the Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying such administrative support fees. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or 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. 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 $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Forward Purchase Agreements The Company entered into a forward purchase agreement simultaneously with the closing of the Public Offering with the Sponsor providing for the purchase of up to 3,000,000 forward purchase units, and with the Zimmer Entity providing for the purchase of up to 27,000,000 forward purchase units, at a purchase price of $10.00 per unit, in private placements to occur concurrently with the closing of our initial business combination collectively, the (“ Forward Purchase Agreements ”). If requested by the Company, the proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with the initial business combination or for working capital in the post-transaction company. The number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined upon formal request to the Forward Purchase providers. In no event less than ten (10) Business Days prior to the Company’s entry into a definitive business combination agreement, the Company shall provide the Forward Purchasers with a notice requesting Forward Purchaser to purchase the maximum units under the Forward Purchase Agreements. Within five (5) Business Days after receipt of the notice, the Purchaser shall provide the Company with their decision as to the number of units they wish to purchase. At least two (2) Business Days before the business combination closing, the Company shall provide the Purchaser with an updated notice. including its determination, based on the actual number of Public Shares (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities that it desires the Purchaser to purchase pursuant to this Agreement. The request for the Forward Purchase Agreement funding is initiated by the Company entirely at its option. There is no binding funding obligation between the parties at the inception of the Forward Purchase Agreement. The Forward Purchasers have the option not to respond to the request to fund, or respond with an indication of no intent to fund. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to signed concurrently with the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreements, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Sponsor, the Zimmer Entity or their respective assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the forward purchase agreements provide that these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per unit related to the Initial Public Offering, or $12,150,000 in the aggregate including the partially exercised underwriters’ over-allotment option. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $21,262,500 in the aggregate including the partially exercised underwriters’ over-allotment option. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8 - Shareholders’ Equity Preferred Shares The Company is authorized to issue 5,000,000 shares of preferred shares with a par value of $0.0001 per share 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 31, 2020, there were no shares of preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2020, there were 60,750,000 shares of Class A ordinary shares issued or outstanding. The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share (the “Founder Shares”). Holders of Founder Shares are entitled to one vote for each share. As of December 31, 2020, there were 15,187,500 shares of Class B ordinary shares issued and outstanding. The Company originally issued 20,125,000 Founder Shares. On October 23, 2020, the Sponsor surrendered 3,593,750 Founder Shares, resulting in an aggregate of 16,531,250 Founder Shares. As a result of the underwriters ’ election to partially exercise their over-allotment option, 1,343,750 additional Founder Shares were forfeited, resulting 15,187,500 Founder Shares outstanding. The Founder Shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis. Holders of Founder Shares will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A ordinary shares and Founder Shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, (including the Forward Purchase Shares, but not the Forward Purchase Warrants) excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent warrants issued, or to be issued, to any seller in a Business Combination. In no event will the Founder Shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 6 Months Ended |
Dec. 31, 2020 | |
Warrants | |
Warrants | Note 9 - Warrants The Company issued an aggregate 30,375,000 Public Warrants and 14,150,000 Private Placement Warrants in connection with the Initial Public Offering and subsequent underwriters’ over-allotment option exercise. The Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole 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 Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company will agree that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public 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 closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00. Once the warrants become exercisable, the Company may also redeem the Public Warrants subject to the following terms: · in whole and not in part; · at a price of $0.10 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; · provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares (as defined below) except as otherwise described below; · if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share, but below $18.00 per share (as adjusted per Anti-Dilution Adjustment), for any 20 trading days within the 30‑trading day period ending three trading days before we send the notice of redemption to the warrant holders; and · the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. Beginning on the date of the notice of redemption until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by the Company pursuant to this redemption feature, based on the “fair market value” of the Company’s Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of the Company’s Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input. As stated above, the Company can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide the Company certainty with respect to capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If the company elects to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50. If the Company calls the Public Warrants for redemption, 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 dividend, 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. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, of a Business Combination (net of redemptions), and (ii) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the 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 exercisable on a cashless basis and be non-redeemable (except as described under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Net Income (Loss) per Ordinary
Net Income (Loss) per Ordinary Share | 6 Months Ended |
Dec. 31, 2020 | |
Net Income (Loss) per Ordinary Share | |
Net Income (Loss) per Ordinary Share | Note 10 - Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the initial Public Offering and Private Placement in the calculation of diluted net income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption, is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares, is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable Class A shares as these shares have limited redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on Class A non-redeemable ordinary share’s proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Ordinary shares subject to possible redemption 2020 Numerator: Earnings allocable to ordinary shares subject to possible redemption Gain on investment $ 83,442 Denominator: Weighted average ordinary shares subject to possible redemption outstanding Basic and diluted weighted average ordinary shares outstanding 52,287,200 Basic and diluted net income per ordinary share, subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Earnings allocable to non-redeemable ordinary shares Net loss $ (40,585,602) Less: Net income allocable to Class A ordinary shares subject to possible redemption (83,442) Non-redeemable Net loss $ (40,669,044) Denominator: Weighted average non-redeemable ordinary shares Weighted average non-redeemable ordinary shares outstanding 17,429,129 Basic and diluted net loss per non-redeemable ordinary share $ (2.33) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 11 – Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash and accounts payable approximate their fair values. Certain other assets and liabilities, such as those below, are measured at fair value on a recurring basis. The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Significant Significant Quoted Prices Other Other In Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account (1) $ 607,602,520 — — Liabilities: Private Placement Warrants (2) — $ — 28,300,000 Public Warrants (2) $ — — (1) The fair value of the marketable securities held in the Trust account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. There were no transfers into or out of Levels 2 or 3 during the period from July 9, 2020 (inception) to December 31, 2020. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on October 27, 2020, the date of the Company’s Initial Public Offering, and on November 12, 2020 with respect to the additional warrants issued upon the underwriters’ partial exercise of the over-allotment option, both using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), Class A ordinary shares (Shareholders’ equity) and Class B ordinary shares (Shareholders’ equity) based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: October 27, 2020 November 12, 2020 December 31, 2020 (Initial (Over-Allotment Input Measurement) option exercise) Risk-free interest rate % % % Expected term (years) Expected volatility 12 % 12 % 16 % Exercise price $ 11.50 $ 11.50 $ 11.50 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: · The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. · The expected term was determined to be one year, as the Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the Initial Public Offering date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. · T he SPAC volatility is based on one year historical annual volatility of public SPAC companies that have an effective IPO but have not yet announced a transaction event . The resulting valuations for the two classes of Warrants were determined to be almost equal on a per-warrant basis. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BOAC.WS. The Company determined the fair value of the Private Placement Warrants using a Monte Carlo simulation model. As such, the Private Placement Warrants are classified as Level 2. As of December 31, 2020, the Private Placement Warrants and Public Warrants were valued at $2.00 and $2.00 per warrant, respectively, and aggregate values of the Private Placement Warrants and Public Warrants were $28,300,000 and $60,750,000, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 9, 2020 $ — $ — $ — Initial measurement on October 27, 2020 and November 12,2020 17,071,000 36,390,000 53,461,000 Change in valuation inputs or other assumptions (1)(2) 11,229,000 24,360,000 35,589,000 Fair value as of December 31, 2020 $ 28,300,000 $ 60,750,000 $ 89,050,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the statement of operations. Furthermore, an additional loss of $2,921,000 was recognized on initial issuance of the Private Placement Warrants because the fair value of the warrant liability of $1.20 per warrant exceeded the issuance price of $1.00 per warrant received. (2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $53,461,000 during the period from October 27, 2020 through December 31, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 12 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statement of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash and cash equivalents as of December 31, 2020. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB ”) Topic 5A — “ Expenses of Offering .” Offering costs consist of costs incurred in connection with formation and preparation for the Initial Public Offering. Other than the amounts allocable to the warrants, these costs, together with the underwriting discount, were charged to shareholder’s equity (additional paid-in capital) upon the completion of the Initial Public Offering and subsequent underwriters’ over-allotment exercise (see Note 1). Since the Class A Shares and Public Warrants constitute separate units of accounting, a ratable amount of offering costs were allocated to the warrants and included as expense in Offering costs allocated to warrant liabilities in the Company’s statement of operations. |
Warrant Liabilities | Warrant Liabilities We account for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share .” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the initial Public Offering and Private Placement in the calculation of diluted income or loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares have limited redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on Class A non-redeemable ordinary share’s proportionate interest. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2020, the Company has not experienced losses on these accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. As of December 31, 2020, the Company’s portfolio of investments held in Trust Account are comprised solely of U.S. treasury bills maturing April 29, 2021. |
Fair Value Measurements | Fair Value Measurements Fair value is defined, under FASB ASC 820, “ Fair Value Measurements and Disclosures ,” as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Class A Common Stock 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 .” Under this guidance, 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As discussed in Note 1, all of the 60,750,000 Public Shares contain a redemption feature which allows for the redemption of Class A ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of Shareholders’ equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A ordinary shares are recorded as charges against additional paid-in capital. Components of Equity Upon the IPO, the Company issued Class A ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $53,461,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $33,103,735, to the Class A ordinary shares. A portion of the 60,750,000 Class A ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. At December 31, 2020, 49,445,228 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity on the Company’s balance sheet. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company as is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Schedule of Revised the financial statement | As Previously Reported Adjustment As Restated Balance Sheet as of October 30, 2020 Warrant liabilities $ — $ 53,461,000 $ 53,461,000 Total liabilities 21,038,746 54,598,500 75,637,246 Class A ordinary shares subject to possible redemption 550,907,311 (22,098,500) 528,808,811 Class A ordinary shares 241 504 745 Additional paid-in capital 5,036,123 4,637,982 9,674,197 Accumulated deficit (37,892) (4,638,486) (4,676,378) Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 89,050,000 $ 89,050,000 Total liabilities 22,098,489 89,050,000 111,148,489 Class A ordinary shares subject to possible redemption 583,502,284 (89,050,000) 494,452,284 Class A ordinary shares 240 891 1,131 Additional paid-in capital 5,067,222 40,515,733 45,582,955 Accumulated deficit (68,978) (40,516,624) (40,585,602) Statement of Operations for the Period From July 9, 2020 (Inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (35,589,000) $ (35,589,000) Stock compensation expense – private placement warrants — (2,921,000) (2,921,000) Offering costs (2,006,624) (2,006,624) Net loss (68,978) (40,516,624) (40,585,602) Weighted average ordinary shares subject to possible redemption 57,571,209 (5,284,009) 52,287,200 Weighted average non-redeemable ordinary shares outstanding 16,661,914 767,215 17,429,129 Basic and diluted net loss per non-redeemable ordinary share $ (0.01) $ (2.32) $ (2.33) Statement of Cash Flows for the Period From July 9, 2020 (Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (68,978) $ (40,516,624) $ (40,585,602) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 35,589,000 35,589,000 Stock compensation expense – private placement warrants 2,921,000 2,921,000 Offering costs — 2,006,624 2,006,624 Non-Cash Investing and Financing Activities: Initial value of Class A ordinary shares subject to possible redemption 582,269,811 (53,461,000) 528,808,811 Change in value of Class A ordinary shares subject to possible redemption 1,232,473 (35,589,000) (34,356,527) Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities $ — $ 53,461,000 $ 53,461,000 |
Net Income (Loss) per Ordinar_2
Net Income (Loss) per Ordinary Share (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Net Income (Loss) per Ordinary Share | |
Schedule of earnings per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Ordinary shares subject to possible redemption 2020 Numerator: Earnings allocable to ordinary shares subject to possible redemption Gain on investment $ 83,442 Denominator: Weighted average ordinary shares subject to possible redemption outstanding Basic and diluted weighted average ordinary shares outstanding 52,287,200 Basic and diluted net income per ordinary share, subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Earnings allocable to non-redeemable ordinary shares Net loss $ (40,585,602) Less: Net income allocable to Class A ordinary shares subject to possible redemption (83,442) Non-redeemable Net loss $ (40,669,044) Denominator: Weighted average non-redeemable ordinary shares Weighted average non-redeemable ordinary shares outstanding 17,429,129 Basic and diluted net loss per non-redeemable ordinary share $ (2.33) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of Company's assets and liabilities that are measured on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Significant Significant Quoted Prices Other Other In Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account (1) $ 607,602,520 — — Liabilities: Private Placement Warrants (2) — $ — 28,300,000 Public Warrants (2) $ — — (1) The fair value of the marketable securities held in the Trust account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. |
Summary of Monte Carlo simulation model | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: October 27, 2020 November 12, 2020 December 31, 2020 (Initial (Over-Allotment Input Measurement) option exercise) Risk-free interest rate % % % Expected term (years) Expected volatility 12 % 12 % 16 % Exercise price $ 11.50 $ 11.50 $ 11.50 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Nov. 12, 2020USD ($)$ / sharesshares | Oct. 30, 2020USD ($)$ / sharesshares | Jul. 13, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 23, 2020shares |
Description of Organization and Business Operations | |||||||
Number of units issued | 60,750,000 | ||||||
Deferred underwriting fees | $ | $ 21,262,500 | $ 21,262,500 | $ 21,262,500 | ||||
Cash held outside trust account | $ | 2,687,399 | 2,687,399 | 2,687,399 | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ | 5,000,001 | 5,000,001 | 5,000,001 | ||||
Working capital | $ | $ 2,687,399 | $ 2,687,399 | $ 2,687,399 | ||||
Class A Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | 60,750,000 | 60,750,000 | |||||
Founder shares outstanding | 11,304,772 | 11,304,772 | 11,304,772 | ||||
Number of shares in a unit | 1 | 1 | |||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||
Transaction Costs | $ | $ 33,103,735 | ||||||
Class B Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Aggregate of sponsor shares surrendered | 3,593,750 | 3,593,750 | 3,593,750 | ||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | 15,187,500 | |||
Initial Public Offering | |||||||
Description of Organization and Business Operations | |||||||
Share price | $ / shares | $ 10 | ||||||
Gross proceeds | $ | $ 607,500,000 | ||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 80.00% | ||||||
Threshold percentage of public shares subject to redemption without the Company's prior written consent | 50.00% | ||||||
Minimum net tangible assets upon consummation of the Business Combination | $ | $ 5,000,001 | ||||||
Redemption threshold as percent of outstanding | 15.00% | ||||||
Days for redemption of public shares | 10 days | ||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | ||||||
Maximum net interest to pay dissolution expenses | $ | $ 100,000 | ||||||
Maturity term of U.S government securities | 185 days | ||||||
Per Share Value Of Residual Assets Remaining Available For Distribution Which Is Held In Trust Account | 10.00% | ||||||
Initial Public Offering | Class A Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | 57,500,000 | ||||||
Share price | $ / shares | $ 10 | ||||||
Gross proceeds | $ | $ 575,000,000 | ||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||
Over-allotment | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | 3,250,000 | 8,625,000 | |||||
Share price | $ / shares | $ 10 | ||||||
Gross proceeds | $ | $ 32,500,000 | ||||||
Number of warrants in a unit | 0.5 | ||||||
Number of shares issuable per warrant | 1 | ||||||
Number of warrants issued | 650,000 | ||||||
Exercise price of warrants | $ / shares | $ 1 | ||||||
Proceeds from issuance of warrants | $ | $ 650,000 | ||||||
Transaction Costs | $ | 33,103,735 | ||||||
Cash underwriting fees | $ | 12,150,000 | ||||||
Deferred underwriting fees | $ | 21,262,500 | $ 21,262,500 | $ 21,262,500 | $ 21,262,500 | |||
Other offering costs | $ | 906,235 | ||||||
Expense reimbursement | $ | $ 1,215,000 | ||||||
Private Placement | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | 650,000 | ||||||
Share price | $ / shares | $ 1 | ||||||
Gross proceeds | $ | $ 650,000 | ||||||
Number of warrants issued | 13,500,000 | ||||||
Exercise price of warrants | $ / shares | $ 1 | ||||||
Proceeds from issuance of warrants | $ | $ 13,500,000 | ||||||
Aggregate warrants outstanding | 14,150,000 | ||||||
Founder Shares | |||||||
Description of Organization and Business Operations | |||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | ||||
Founder Shares | Class A Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Number of shares converted upon business combination | 15,187,500 | ||||||
Conversion ratio | 1 | ||||||
Number of shares forfeited | 15,187,500 | ||||||
Founder Shares | Over-allotment | |||||||
Description of Organization and Business Operations | |||||||
Number of shares forfeited | 1,343,750 | ||||||
Sponsor | Class A Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Founder shares outstanding | 60,750,000 | 60,750,000 | 60,750,000 | ||||
Sponsor | Class B Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | ||||
Sponsor | Founder Shares | Class B Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | 20,125,000 | ||||||
Consideration received | $ | $ 25,000 | ||||||
Aggregate of sponsor shares surrendered | 3,593,750 | ||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | 16,531,250 | |||
Sponsor | Founder Shares | Over-allotment | Class B Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Number of shares forfeited | 1,343,750 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Nov. 12, 2020 | Oct. 30, 2020 | Oct. 27, 2020 | Jul. 08, 2020 |
Balance Sheet | |||||
Warrant liabilities | $ 89,050,000 | $ 0 | |||
Total liabilities | 111,148,489 | ||||
Class A ordinary shares subject to possible redemption | 494,452,284 | ||||
Additional paid-in capital | 45,582,956 | ||||
Accumulated deficit | (40,585,602) | ||||
Public Warrants | |||||
Balance Sheet | |||||
Warrant liabilities | 60,750,000 | $ 2,177,500 | $ 34,212,500 | 0 | |
Private placement warrants | |||||
Balance Sheet | |||||
Warrant liabilities | 28,300,000 | $ 871,000 | $ 16,200,000 | $ 0 | |
Restatement of warrants as derivative liabilities | |||||
Balance Sheet | |||||
Warrant liabilities | 89,050,000 | $ 53,461,000 | |||
Total liabilities | 111,148,489 | 75,637,246 | |||
Class A ordinary shares subject to possible redemption | 494,452,284 | 528,808,811 | |||
Class A ordinary shares | 1,131 | 745 | |||
Additional paid-in capital | 45,582,955 | 9,674,197 | |||
Accumulated deficit | $ (40,585,602) | (4,676,378) | |||
Restatement of warrants as derivative liabilities | Public Warrants | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Number of warrants issued | 30,375,000 | ||||
Restatement of warrants as derivative liabilities | Private placement warrants | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Number of warrants issued | 14,150,000 | ||||
Restatement of warrants as derivative liabilities | As Previously Reported | |||||
Balance Sheet | |||||
Total liabilities | $ 22,098,489 | 21,038,746 | |||
Class A ordinary shares subject to possible redemption | 583,502,284 | 550,907,311 | |||
Class A ordinary shares | 240 | 241 | |||
Additional paid-in capital | 5,067,222 | 5,036,123 | |||
Accumulated deficit | (68,978) | (37,892) | |||
Restatement of warrants as derivative liabilities | Adjustment | |||||
Balance Sheet | |||||
Warrant liabilities | 89,050,000 | 53,461,000 | |||
Total liabilities | 89,050,000 | 54,598,500 | |||
Class A ordinary shares subject to possible redemption | (89,050,000) | (22,098,500) | |||
Class A ordinary shares | 891 | 504 | |||
Additional paid-in capital | 40,515,733 | 4,637,982 | |||
Accumulated deficit | $ (40,516,624) | $ (4,638,486) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Statement of Operations (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
STATEMENT OF OPERATIONS | |
Change in fair value of warrant liabilities | $ (35,589,000) |
Stock compensation expense - private placement warrants | (2,921,000) |
Offering costs | (2,006,624) |
Net loss | $ (40,585,602) |
Weighted average ordinary shares subject to possible redemption | shares | 52,287,200 |
Weighted average non-redeemable ordinary shares outstanding | shares | 17,429,129 |
Restatement of warrants as derivative liabilities | |
STATEMENT OF OPERATIONS | |
Change in fair value of warrant liabilities | $ (35,589,000) |
Stock compensation expense - private placement warrants | (2,921,000) |
Offering costs | (2,006,624) |
Net loss | $ (40,585,602) |
Weighted average ordinary shares subject to possible redemption | shares | 52,287,200 |
Weighted average non-redeemable ordinary shares outstanding | shares | 17,429,129 |
Basic and diluted net loss per non-redeemable ordinary share | $ / shares | $ (2.33) |
Restatement of warrants as derivative liabilities | As Previously Reported | |
STATEMENT OF OPERATIONS | |
Net loss | $ (68,978) |
Weighted average ordinary shares subject to possible redemption | shares | 57,571,209 |
Weighted average non-redeemable ordinary shares outstanding | shares | 16,661,914 |
Basic and diluted net loss per non-redeemable ordinary share | $ / shares | $ (0.01) |
Restatement of warrants as derivative liabilities | Adjustment | |
STATEMENT OF OPERATIONS | |
Change in fair value of warrant liabilities | $ (35,589,000) |
Stock compensation expense - private placement warrants | (2,921,000) |
Offering costs | (2,006,624) |
Net loss | $ (40,516,624) |
Weighted average ordinary shares subject to possible redemption | shares | (5,284,009) |
Weighted average non-redeemable ordinary shares outstanding | shares | 767,215 |
Basic and diluted net loss per non-redeemable ordinary share | $ / shares | $ (2.32) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (40,585,602) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 35,589,000 |
Stock compensation expense - private placement warrants | 2,921,000 |
Offering costs | 2,006,624 |
Non-Cash Investing and Financing Activities: | |
Initial value of Class A ordinary shares subject to possible redemption | 528,808,811 |
Change in value of Class A ordinary shares subject to possible redemption | (34,356,527) |
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 53,461,000 |
Restatement of warrants as derivative liabilities | |
Cash Flows from Operating Activities: | |
Net loss | (40,585,602) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 35,589,000 |
Stock compensation expense - private placement warrants | 2,921,000 |
Offering costs | 2,006,624 |
Non-Cash Investing and Financing Activities: | |
Initial value of Class A ordinary shares subject to possible redemption | 528,808,811 |
Change in value of Class A ordinary shares subject to possible redemption | (34,356,527) |
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 53,461,000 |
Restatement of warrants as derivative liabilities | As Previously Reported | |
Cash Flows from Operating Activities: | |
Net loss | (68,978) |
Non-Cash Investing and Financing Activities: | |
Initial value of Class A ordinary shares subject to possible redemption | 582,269,811 |
Change in value of Class A ordinary shares subject to possible redemption | 1,232,473 |
Restatement of warrants as derivative liabilities | Adjustment | |
Cash Flows from Operating Activities: | |
Net loss | (40,516,624) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 35,589,000 |
Stock compensation expense - private placement warrants | 2,921,000 |
Offering costs | 2,006,624 |
Non-Cash Investing and Financing Activities: | |
Initial value of Class A ordinary shares subject to possible redemption | (53,461,000) |
Change in value of Class A ordinary shares subject to possible redemption | (35,589,000) |
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | $ 53,461,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 12, 2020 | Oct. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 |
Summary of Significant Accounting Policies | ||||
Cash equivalents | $ 0 | |||
Number of units issued | 60,750,000 | |||
Minimum net tangible assets upon consummation of the Business Combination | 5,000,001 | |||
Proceeds allocated to warrants | 53,461,000 | |||
Unrecognized Tax Benefits | $ 0 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |||
Federal Depository Insurance Coverage | $ 250,000 | |||
Class A Ordinary Shares | ||||
Summary of Significant Accounting Policies | ||||
Number of units issued | 60,750,000 | 60,750,000 | ||
Transaction Costs | $ 33,103,735 | |||
Shares subject to possible redemption | 49,445,228 | |||
Initial Public Offering | ||||
Summary of Significant Accounting Policies | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |||
Initial Public Offering | Class A Ordinary Shares | ||||
Summary of Significant Accounting Policies | ||||
Number of units issued | 57,500,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 12, 2020 | Oct. 30, 2020 | Dec. 31, 2020 |
Initial Public offering | |||
Number of units issued | 60,750,000 | ||
Class A Ordinary Shares | |||
Initial Public offering | |||
Number of units issued | 60,750,000 | 60,750,000 | |
Common shares, par value | $ 0.0001 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Number of shares in a unit | 1 | 1 | |
Initial Public Offering | |||
Initial Public offering | |||
Share price | $ 10 | ||
Exercise price of warrants | $ 11.50 | ||
Gross proceeds | $ 607,500,000 | ||
Initial Public Offering | Class A Ordinary Shares | |||
Initial Public offering | |||
Number of units issued | 57,500,000 | ||
Share price | $ 10 | ||
Common shares, par value | 0.0001 | ||
Exercise price of warrants | $ 11.50 | ||
Gross proceeds | $ 575,000,000 | ||
Over-allotment | |||
Initial Public offering | |||
Number of units issued | 3,250,000 | 8,625,000 | |
Share price | $ 10 | ||
Shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 1 | ||
Overallotment option period | 45 days | ||
Gross proceeds | $ 32,500,000 | ||
Number of warrants in a unit | 0.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 12, 2020 | Oct. 30, 2020 | Dec. 31, 2020 |
Private placement warrants | |||
Private Placement | |||
Aggregate warrants outstanding | 14,150,000 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Private placement warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | |||
Private Placement | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Class A Ordinary Shares | |||
Private Placement | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Class A Ordinary Shares | Private placement warrants | |||
Private Placement | |||
Exercise price of warrants | $ 11.50 | ||
Shares issuable per warrant | 1 | ||
Private Placement | |||
Private Placement | |||
Number of warrants issued | 13,500,000 | ||
Exercise price of warrants | $ 1 | ||
Proceeds from issuance of warrants | $ 13,500,000 | ||
Aggregate warrants outstanding | 14,150,000 | ||
Over-allotment | |||
Private Placement | |||
Number of warrants issued | 650,000 | ||
Exercise price of warrants | $ 1 | ||
Proceeds from issuance of warrants | $ 650,000 | ||
Shares issuable per warrant | 1 | ||
Over-allotment | Private placement warrants | |||
Private Placement | |||
Number of warrants issued | 14,150,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jul. 13, 2020USD ($)D$ / sharesshares | Dec. 31, 2020shares | Dec. 31, 2020shares | Dec. 31, 2020shares | Oct. 23, 2020shares |
Founder Shares | |||||
Related Party Transactions | |||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | ||
Founder Shares | Over-allotment | |||||
Related Party Transactions | |||||
Number of shares forfeited | 1,343,750 | ||||
Sponsor | Founder Shares | Private Placement | |||||
Related Party Transactions | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Class A Ordinary Shares | |||||
Related Party Transactions | |||||
Founder shares outstanding | 11,304,772 | 11,304,772 | 11,304,772 | ||
Class A Ordinary Shares | Founder Shares | |||||
Related Party Transactions | |||||
Number of shares forfeited | 15,187,500 | ||||
Number of shares converted upon business combination | 15,187,500 | ||||
Class A Ordinary Shares | Sponsor | |||||
Related Party Transactions | |||||
Founder shares outstanding | 60,750,000 | 60,750,000 | 60,750,000 | ||
Class B Ordinary Shares | |||||
Related Party Transactions | |||||
Aggregate of sponsor shares surrendered | 3,593,750 | 3,593,750 | 3,593,750 | ||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | 15,187,500 | |
Class B Ordinary Shares | Sponsor | |||||
Related Party Transactions | |||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | ||
Class B Ordinary Shares | Sponsor | Founder Shares | |||||
Related Party Transactions | |||||
Number of shares issued | 20,125,000 | 20,125,000 | |||
Consideration received | $ | $ 25,000 | ||||
Aggregate of sponsor shares surrendered | 3,593,750 | ||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | 16,531,250 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Class B Ordinary Shares | Sponsor | Founder Shares | Over-allotment | |||||
Related Party Transactions | |||||
Number of shares forfeited | 1,343,750 |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Details) - USD ($) | Dec. 31, 2020 | Oct. 30, 2020 | Jul. 13, 2020 | Dec. 31, 2020 | Nov. 12, 2020 |
Related Party Transactions | |||||
Repayment of promissory note - related party | $ 298,067 | ||||
Promissory Note with Related Party | |||||
Related Party Transactions | |||||
Outstanding balance | $ 0 | 0 | |||
Administrative Support Agreement | |||||
Related Party Transactions | |||||
Administrative expenses - related party | $ 10,000 | ||||
Related Party Loans | |||||
Related Party Transactions | |||||
Maximum loans converted into warrants | $ 1,500,000 | $ 1,500,000 | |||
Exercise price of warrants | $ 1 | $ 1 | |||
Forward Purchase Agreements | |||||
Related Party Transactions | |||||
Purchase price per unit (in dollars per share) | $ 10 | ||||
Sponsor | Forward Purchase Agreements | |||||
Related Party Transactions | |||||
Forward purchase units authorized to be issued | 3,000,000 | 3,000,000 | |||
Zimmer Entity | Forward Purchase Agreements | |||||
Related Party Transactions | |||||
Forward purchase units authorized to be issued | 27,000,000 | 27,000,000 | |||
Unsecured Promissory Note | Sponsor | Promissory Note with Related Party | |||||
Related Party Transactions | |||||
Amount available for borrowings | $ 300,000 | ||||
Initial Public Offering | |||||
Related Party Transactions | |||||
Exercise price of warrants | $ 11.50 | ||||
Initial Public Offering | Promissory Note with Related Party | |||||
Related Party Transactions | |||||
Repayment of promissory note - related party | $ 298,067 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2020USD ($)item$ / shares | Nov. 12, 2020USD ($) |
Commitments and Contingencies | ||
Maximum number of demands for registration of securities | item | 3 | |
Period to file registration statement with SEC | 30 days | |
Period for the filed registration to become effective | 60 days | |
Deferred underwriting fees | $ 21,262,500 | |
Over-allotment | ||
Commitments and Contingencies | ||
Cash underwriting discount per unit | $ / shares | $ 0.20 | |
Cash underwriting discount | $ 12,150,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Deferred underwriting fees | $ 21,262,500 | $ 21,262,500 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Shares (Details) | Dec. 31, 2020$ / sharesshares |
Shareholders' Equity | |
Preferred shares, shares authorized | 5,000,000 |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Shares (Details) | Oct. 23, 2020shares | Jul. 13, 2020shares | Dec. 31, 2020Vote$ / sharesshares |
Class A Ordinary Shares | |||
Shareholder's Equity | |||
Common shares, shares authorized | 500,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued | 11,304,772 | ||
Common shares, shares outstanding | 11,304,772 | ||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||
Class A Ordinary Shares | Sponsor | |||
Shareholder's Equity | |||
Common shares, shares issued | 60,750,000 | ||
Common shares, shares outstanding | 60,750,000 | ||
Class B Ordinary Shares | |||
Shareholder's Equity | |||
Common shares, shares authorized | 50,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued | 16,531,250 | 15,187,500 | |
Number of shares forfeited | 1,343,750 | ||
Common shares, shares outstanding | 15,187,500 | 15,187,500 | |
Class B Ordinary Shares | Sponsor | |||
Shareholder's Equity | |||
Common shares, shares issued | 15,187,500 | ||
Common shares, shares outstanding | 15,187,500 | ||
Number of shares surrendered | 3,593,750 | ||
Founder Shares | |||
Shareholder's Equity | |||
Common shares, shares outstanding | 15,187,500 | ||
Founder Shares | Class B Ordinary Shares | Sponsor | |||
Shareholder's Equity | |||
Common shares, shares outstanding | 16,531,250 | 15,187,500 | |
Number of shares issued | 20,125,000 | 20,125,000 |
Warrants (Details)
Warrants (Details) | Oct. 30, 2020$ / shares | Oct. 27, 2020 | Dec. 31, 2020D$ / sharesshares | Nov. 12, 2020$ / sharesshares |
Shareholder's Equity | ||||
Public Warrants exercisable term after the completion of a business combination | 30 days | |||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |||
Warrant term | 5 years | |||
Over-allotment | ||||
Shareholder's Equity | ||||
Exercise price of warrants | $ 1 | |||
Share price | $ 10 | |||
Number of warrants issued | shares | 650,000 | |||
Initial Public Offering | ||||
Shareholder's Equity | ||||
Exercise price of warrants | $ 11.50 | |||
Share price | $ 10 | |||
Public Warrants | ||||
Shareholder's Equity | ||||
Public Warrants exercisable term after the completion of a business combination | 30 days | |||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |||
Warrant term | 5 years | |||
Threshold period for filling registration statement after business combination | 20 days | |||
Maximum threshold period for registration statement to become effective after business combination | 60 days | |||
Public Warrants | Initial Public Offering | ||||
Shareholder's Equity | ||||
Number of warrants issued | shares | 30,375,000 | |||
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | ||||
Shareholder's Equity | ||||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||
Threshold trading days for redemption of public warrants | D | 20 | |||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |||
Threshold business days before sending notice of redemption to warrant holders | 3 days | |||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |||
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 180 | |||
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | ||||
Shareholder's Equity | ||||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |||
Threshold trading days for redemption of public warrants | D | 20 | |||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |||
Threshold business days before sending notice of redemption to warrant holders | 3 days | |||
Private placement warrants | ||||
Shareholder's Equity | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Private placement warrants | Over-allotment | ||||
Shareholder's Equity | ||||
Number of warrants issued | shares | 14,150,000 | |||
Private placement warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | ||||
Shareholder's Equity | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |||
Class A Ordinary Shares | ||||
Shareholder's Equity | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Class A Ordinary Shares | Initial Public Offering | ||||
Shareholder's Equity | ||||
Exercise price of warrants | 11.50 | |||
Share price | 10 | |||
Class A Ordinary Shares | Private placement warrants | ||||
Shareholder's Equity | ||||
Exercise price of warrants | $ 11.50 | |||
Class A Ordinary Shares | Maximum | ||||
Shareholder's Equity | ||||
Share price | $ 9.20 |
Net Income (Loss) per Ordinar_3
Net Income (Loss) per Ordinary Share (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |
Net income allocable to shares subject to redemption | $ 83,442 |
Denominator: Weighted average ordinary shares subject to possible redemption outstanding | |
Basic and diluted weighed average ordinary shares outstanding | shares | 52,287,200 |
Basic and diluted net income per ordinary share, subject to possible redemption | $ / shares | $ 0 |
Numerator: Earnings allocable to non-redeemable ordinary shares | |
Net loss | $ (40,585,602) |
Less: Net income allocable to Class A ordinary shares subject to possible redemption | (83,442) |
Non-redeemable Net loss | $ (40,669,044) |
Denominator: Weighted average non-redeemable ordinary shares | |
Weighted average non-redeemable ordinary shares outstanding | shares | 17,429,129 |
Basic and diluted net loss per non-redeemable ordinary share | $ / shares | $ (2.33) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Oct. 27, 2020 | Dec. 31, 2020 | Nov. 12, 2020 | Jul. 08, 2020 |
Liabilities: | ||||
Warrants | $ 89,050,000 | $ 0 | ||
Transfer of assets to level 2 | 0 | |||
Transfer of assets from level 2 | 0 | |||
Transfers to / from Level 3 | 0 | |||
Private placement warrants | ||||
Liabilities: | ||||
Warrants | $ 16,200,000 | 28,300,000 | $ 871,000 | 0 |
Public Warrants | ||||
Liabilities: | ||||
Warrants | $ 34,212,500 | 60,750,000 | $ 2,177,500 | $ 0 |
Number of shares per unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Level 1 | ||||
Assets: | ||||
Investments held in Trust Account | 607,602,520 | |||
Level 1 | Public Warrants | ||||
Liabilities: | ||||
Warrants | 60,750,000 | |||
Level 3 | Private placement warrants | ||||
Liabilities: | ||||
Warrants | $ 28,300,000 |
Fair Value Measurements - Initi
Fair Value Measurements - Initial Measurement (Details) | Nov. 12, 2020USD ($)Y$ / shares | Oct. 27, 2020USD ($)Y$ / shares | Dec. 31, 2020USD ($)Y$ / shares | Jul. 08, 2020USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contractual term of the Warrants | 5 years | |||
Expiration period based on completion of the initial business combination | 5 years | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | |||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |||
Price of warrants | $ / shares | 1.20 | |||
Warrants | $ 89,050,000 | $ 0 | ||
Private placement warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Price of warrants | $ / shares | 1.34 | 1.20 | 2 | |
Warrants | $ 871,000 | $ 16,200,000 | $ 28,300,000 | 0 |
Public Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contractual term of the Warrants | 5 years | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | |||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |||
Price of warrants | $ / shares | 1.34 | 1.19 | 2 | |
Warrants | $ 2,177,500 | $ 34,212,500 | $ 60,750,000 | $ 0 |
Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0.51 | |||
Risk-free interest rate | Initial Public Offering | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0.51 | |||
Risk-free interest rate | Over-allotment | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0.52 | |||
Expected term (years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | Y | 6 | |||
Expected term (years) | Initial Public Offering | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | Y | 6 | |||
Expected term (years) | Over-allotment | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | Y | 6 | |||
Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 16 | |||
Expected volatility | Initial Public Offering | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 12 | |||
Expected volatility | Over-allotment | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 12 | |||
Exercise price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 11.50 | |||
Exercise price | Initial Public Offering | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 11.50 | |||
Exercise price | Over-allotment | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 11.50 |
Fair Value Measurements - Subse
Fair Value Measurements - Subsequent Measurement (Details) | Nov. 12, 2020USD ($)$ / shares | Oct. 27, 2020USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares |
Fair Value Of Warrant Liabilities [Line Items] | ||||
Fair value as of July 9, 2020 | $ 0 | |||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 53,461,000 | |||
Change in valuation inputs or other assumptions | 35,589,000 | |||
Fair value as of December 31, 2020 | $ 89,050,000 | 89,050,000 | ||
Loss on initial issuance of the warrants | $ 2,921,000 | |||
Fair value of the warrant liability | $ / shares | 1.20 | |||
Issuance price per warrant | $ / shares | $ 1 | |||
Transfers out of Level 3 | 53,461,000 | |||
Private placement warrants | ||||
Fair Value Of Warrant Liabilities [Line Items] | ||||
Fair value as of July 9, 2020 | $ 0 | |||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 17,071,000 | |||
Change in valuation inputs or other assumptions | 11,229,000 | |||
Fair value as of December 31, 2020 | $ 871,000 | $ 16,200,000 | 28,300,000 | $ 28,300,000 |
Fair value of the warrant liability | $ / shares | 1.34 | 1.20 | 2 | |
Public Warrants | ||||
Fair Value Of Warrant Liabilities [Line Items] | ||||
Fair value as of July 9, 2020 | $ 0 | |||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 36,390,000 | |||
Change in valuation inputs or other assumptions | 24,360,000 | |||
Fair value as of December 31, 2020 | $ 2,177,500 | $ 34,212,500 | $ 60,750,000 | $ 60,750,000 |
Fair value of the warrant liability | $ / shares | 1.34 | 1.19 | 2 |