Cover Page
Cover Page - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Dragoneer Growth Opportunities Corp. | ||
Entity Central Index Key | 0001818201 | ||
Entity File Number | 001-39447 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Tax Identification Number | 98-1546280 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, State or Province | CA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Description | Dragoneer Growth Opportunities Corp. (the “Company”) is filing this amended Form 10-K/A (“Form 10-K/A”) to amend the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021 (the “Original Report”), to restate the Company’s financial statements and related footnote disclosures as of December 31, 2020 and for the period from July 3, 2020 (inception) through December 31, 2020. The correction involves only non-cash adjustments. This Form 10-K/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-K/A” below.Restatement BackgroundOn April 12, 2021, the staff of the Securities and Exchange Commission released a statement on accounting and reporting considerations for warrants issued by special purpose acquisition companies (the “Staff Statement”). The Staff Statement highlighted certain financial reporting considerations for special purpose acquisition corporations (“SPACs”) relating to the accounting for warrants. While the specific terms of warrants issued by SPACs can vary, there are certain features of warrants issued in SPAC transactions that are common across many entities. The Staff Statement highlighted that warrants containing these features, which relate to whether the warrants can be indexed to the price of an entity’s shares or settled with assets other than common shares, should be classified as a liability measured at fair value, with changes in fair value each period reported as non-cash changes to earnings. Such period-to-period changes could be significant. Prior to the issuance of this guidance, SPACs generally carried their outstanding private placement warrants and public warrants containing these provisions as equity on their balance sheets without quarterly adjustments.In light of the Staff Statement, we undertook a process to re-evaluate the equity classification of (i) our outstanding warrants issued in connection with our initial public offering on August 18, 2020, including the 15,800,000 private placement warrants issued to Dragoneer Growth Opportunities Holdings (our “sponsor”) and the 13,800,000 warrants issued as part of the units sold in our initial public offering, each with an exercise price of $11.50 (the “IPO Warrants”), (ii) the 3,500,000 warrants to be issued pursuant to the terms of our forward purchase agreements entered into on the same date with Dragoneer Funding LLC and Willett Advisors LLC at an exercise price of $11.50 share (the “Forward Purchase Units”) and (iii) the 2,000,000 private placement warrants with an exercise price of $11.50 that may be issued upon conversion of $2,000,000 of working capital loans (the “Working Capital Loan Warrants” and, together with the IPO Warrants and Forward Purchase Units, the “Warrants”). [Management and the Audit Committee of the Company’s board of directors (the “Audit Committee”) considered that the Forward Purchase Units were fully committed by the investors at the time of the Company’s initial public offering and that the working capital loans could be issued at any time upon demand by our sponsor or one of its affiliates.] As a result, management and the Audit Committee determined that the Warrants should have been classified as a liability. Based on Accounting Standards Codification 815-40, Contracts in Entity’s Own Equity, warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations.As a result, the Company, together with its advisors, undertook a process to value the liability of its Warrants. Based on this valuation and after consultation with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC, Company management, together with the Audit Committee, determined, on May [•], 2021, that the Company’s (i) financial statements and other financial data as of December 31, 2020 and for the period from July 3, 2020 (date of inception) through December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and (ii) the condensed financial statements included in the Company’s Quarterly Report for the three month period ended September 30, 2020 (collectively, the “Affected Periods”) contained an error that was quantitatively material and, as a result, should no longer be relied upon. The Audit Committee, together with management, determined that the financial statements in the Affected Periods should be restated to reflect the Warrants as a liability, with subsequent changes in their estimated fair value recorded as non-cash income or expense in each Affected Period. Consequently, the Company has restated the financial statements for the Affected Periods in this Form 10-K/A. All amounts in this Form 10-K/A affected by the restatement adjustments reflect such amounts as restated. These restatements result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.The Company has not amended its Current Report on Form 8-K, filed August 24, 2020, or Quarterly Report on Form 10-Q for the Affected Periods. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Form 10-K/A, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2020. The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Form 10-K/A. | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 69,000,000 | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | ||
Trading Symbol | DGNR | ||
Security Exchange Name | NYSE | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 17,250,000 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one fifth of one redeemable warrant | ||
Trading Symbol | DGNR.U | ||
Security Exchange Name | NYSE | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
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 $11.50 | ||
Trading Symbol | DGNR WS | ||
Security Exchange Name | NYSE |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 605,009 |
Prepaid expenses | 321,174 |
Total Current Assets | 926,183 |
Cash held in Trust Account | 690,000,000 |
TOTAL ASSETS | 690,926,183 |
Current liabilities | |
Accrued expenses | 900,390 |
Advances from related party | 17,703 |
Total Current Liabilities | 918,093 |
FPA liability | 69,874,782 |
Warrant liability | 149,920,186 |
Deferred underwriting fee payable | 24,150,000 |
TOTAL LIABILITIES | 244,863,061 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 44,106,311 shares at $10.00 per share redemption value | 441,063,112 |
Shareholders' Equity | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
Additional paid-in capital | 190,771,666 |
Accumulated deficit | (185,775,870) |
Total Shareholders' Equity | 5,000,010 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 690,926,183 |
Common Class A [Member] | |
Shareholders' Equity | |
Common Stock,Value | 2,489 |
Total Shareholders' Equity | 2,489 |
Common Class B [Member] | |
Shareholders' Equity | |
Common Stock,Value | 1,725 |
Total Shareholders' Equity | $ 1,725 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Class A [Member] | |
Temporary Equity, Shares Outstanding | 44,106,311 |
Share Redemption Value | $ / shares | $ 10 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, Shares, Issued | 24,893,689 |
Common Stock, Shares, Outstanding | 24,893,689 |
Common Class B [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Issued | 17,250,000 |
Common Stock, Shares, Outstanding | 17,250,000 |
Statement of Operations
Statement of Operations | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 1,042,637 |
Loss from Operations | (1,042,637) |
Other Income (expense): | |
Change in fair value of warrant liability | (106,714,978) |
Change in fair value of FPA | (69,874,782) |
Compensation expense resulting from issuance of private placement warrants | (6,992,602) |
Offering costs allocated to warrant liabilities | (1,150,871) |
Total Other Income (expense) | $ (185,775,870) |
Common Class A [Member] | |
Other Income (expense): | |
Weighted average shares outstanding of ordinary shares | shares | 69,000,000 |
Basic and diluted net income per share, ordinary shares | $ / shares | $ 0 |
Common Class B [Member] | |
Other Income (expense): | |
Weighted average shares outstanding of ordinary shares | shares | 16,748,571 |
Basic and diluted net income per share, ordinary shares | $ / shares | $ (11.09) |
Statement of Changes In Shareho
Statement of Changes In Shareholders' Equity - 6 months ended Dec. 31, 2020 - USD ($) | Total | Class A Ordinary [Member] | Class B Ordinary [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Jul. 02, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Balance, Shares at Jul. 02, 2020 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 1,725 | 23,275 | ||
Issuance of Class B ordinary shares to Sponsor,Shares | 17,250,000 | ||||
Sale of 69,000,000 Units, net of underwriting discounts and offering costs and Public Warrant fair value | 631,813,992 | $ 6,900 | 631,807,092 | ||
Sale of 69,000,000 Units, net of underwriting discounts and offering costs and Public Warrant fair value,Shares | 69,000,000 | ||||
Class A ordinary shares subject to possible redemption | (441,063,112) | $ (4,411) | (441,058,701) | ||
Class A ordinary shares subject to possible redemption,Shares | (44,106,311) | ||||
Net loss | (185,775,870) | $ 0 | $ (185,775,870) | (185,775,870) | |
Ending Balance at Dec. 31, 2020 | $ 5,000,010 | $ 2,489 | $ 1,725 | $ 190,771,666 | $ (185,775,870) |
Ending Balance, Shares at Dec. 31, 2020 | 24,893,689 | 17,250,000 |
Statement of Cash Flows
Statement of Cash Flows | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (185,775,870) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrants | 106,714,978 |
Loss on FPA liability | 69,874,782 |
Compensation expense on Private Placement warrants | 6,992,602 |
Offering costs allocated to warrant liabilities | 1,150,871 |
Formation cost paid by Sponsor in exchange for issuance of founder shares | 5,000 |
Operating expenses paid through advance from related party | 32,075 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 92,814 |
Accrued expenses | 900,948 |
Net cash used in operating activities | (11,800) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (690,000,000) |
Net cash used in investing activities | (690,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 676,200,000 |
Proceeds from sale of Private Placement Warrants | 15,800,000 |
Repayment of advances from related party | (1,383,191) |
Net cash provided by financing activities | 690,616,809 |
Net Change in Cash | 605,009 |
Cash – Beginning | |
Cash – Ending | 605,009 |
Non-Cash Investing and Financing Activities: | |
Offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary shares | 20,000 |
Accrued expenses paid through advances from related party | 558 |
Payment of offering costs through advances from related party | 954,273 |
Payment of prepaid expenses through advances from related party | 413,988 |
Initial classification of Class A ordinary shares subject to possible redemption | 618,455,829 |
Change in value of Class A ordinary shares subject to possible redemption | (177,392,717) |
Deferred underwriting fee payable | 24,150,000 |
Initial classification of warrant liability: | 43,205,208 |
Initial classification of FPA liability: | $ 234,683 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Description of Organization and Business Operations | DRAGONEER GROWTH OPPORTUNITIES CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Dragoneer Growth Opportunities Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 3, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 3, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Chariot Opportunity Merger Sub, Inc., a Delaware corporation (“Chariot Merger Sub”), and Cypress Holdings, Inc., a Delaware corporation (“CCC”) (see Note 11 The registration statement for the Company’s Initial Public Offering was declared effective on August 13, 2020. On August 18, 2020, the Company consummated the Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000 which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Dragoneer Growth Opportunities Holdings (the “Sponsor”), generating gross proceeds of $15,800,000, which is described in Note 5 Transaction costs amounted to $38,924,273, consisting of $13,800,000 of underwriting fees, $24,150,000 of deferred underwriting fee and $974,273 of other offering costs. Following the closing of the Initial Public Offering on August 18, 2020, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the net proceeds from the sale of the Private Placement Warrants was placed in a non-interest 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The NYSE listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. per-share 7 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required 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 Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until August 18, 2022 (or November 18, 2022 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by August 18, 2022 but has not completed a Business Combination by August 18, 2022) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (an “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Shares due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants ( collectively, with the Public Warrants and forward purchase units, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). 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 (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on August 18, 2020, September 30, 2020, and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. As Adjustments As Restated Balance sheet as of August 18, 2020 (audited) Total Liabilities $ 25,131,073 $ 43,439,891 $ 68,570,964 Class A Ordinary Shares Subject to Redemption 661,895,720 (43,439,891 ) 618,455,829 Class A Ordinary Shares 281 434 715 Additional Paid in Capital 5,003,001 8,377,722 13,380,723 Accumulated Deficit (5,000 ) (8,378,156 ) (8,383,156 ) Number of Class A ordinary shares subject to redemption 66,189,572 (4,343,989 ) 61,845,583 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 25,274,901 $ 116,489,061 $ 141,763,962 Class A Ordinary Shares Subject to Redemption 661,858,040 (116,489,061 ) 545,368,979 Class A Ordinary Shares 281 1,165 1,446 Additional Paid-in 5,040,681 81,426,161 86,466,842 Accumulated Deficit (42,685 ) (81,427,326 ) (81,470,011 ) Number of Class A ordinary shares subject to redemption 66,185,804 (11,648,906 ) 54,536,898 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 25,068,093 $ 219,794,968 $ 244,863,061 Class A Ordinary Shares Subject to Redemption 660,858,080 (219,794,968 ) 441,063,112 Class A Ordinary Shares 291 2,198 2,489 Additional Paid-in 6,040,631 184,731,035 190,771,666 Accumulated Deficit (1,042,637 ) (184,733,233 ) (185,775,870 ) Number of Class A ordinary shares subject to redemption 66,085,808 (21,979,497 ) 44,106,311 Statement of operations for the period from July 3, 2020 (inception) to September 30, 2020 (unaudited) Net loss $ (42,685 ) $ (81,427,326 ) $ (81,470,011 ) Weighted average shares outstanding – Class A redeemable shares 69,000,000 — 69,000,000 Basic and Diluted EPS – Class A 0.00 0.00 0.00 Weighted average shares outstanding – Class B 17,250,000 — 17,250,000 Basic and Diluted EPS – Class B 0.00 (4.72 ) (4.72 ) Statement of operations for the period from July 3 Net loss $ (1,042,637 ) $ (184,733,233 ) $ (185,775,870 ) Weighted average shares outstanding – Class A redeemable shares 69,000,000 — 69,000,000 Basic and Diluted EPS – Class A 0.00 0.00 0.00 Weighted average shares outstanding – Class B 17,250,000 — 16,748,571 Basic and Diluted EPS – Class B (0.06 ) (11.03 ) (11.09 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $37,773,402 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs allocated to the warrant liabilities amounted to $1,150,871, are expensed and included in other expenses in the statement of operations. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Public Warrants for periods where no observable traded price was available are valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of Private Warrants was determined using a Black-Scholes option pricing model. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and 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. Net Loss Per Ordinary Share Net loss per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants 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 warrants are exercisable to purchase 29,600,000 shares of Class A ordinary shares in the aggregate. 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 non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 3, 2020 (inception) December 31, Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (185,775,870 ) Redeemable Net Earnings $ — Non-Redeemable $ (185,775,870 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 16,748,571 Loss/Basic and Diluted Non-Redeemable $ (11.09 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date . Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards 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 [Abstract] | |
Initial Public Offering | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 69,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fifth 9 |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
Private Placement | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 15,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,800,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In July 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 17,250,000 Class B ordinary shares (the “Founder Shares”). On July 23, 2020, the Sponsor transferred 75,000 Founder Shares to each of the Company’s directors. The Founder Shares included an aggregate of up to 2,250,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted Each of the Company’s initial shareholders has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Advances from Related Party An affiliate of the Sponsor advanced the Company an aggregate of $1,400,894 to cover expenses related to the Initial Public Offering and for working capital purposes. The advances are non-interest period Promissory Note – Related Party On July 10, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. On January 19, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $2,000,000 (the “Convertible Promissory Note”) (see Note 11 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on August 13, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities will be 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 completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $13,800,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $24,150,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreements O n July 24, 2020 and August 12, 2020, the Company entered into two respective forward purchase agreements which provide for the purchase by each of Dragoneer Funding LLC (“Dragoneer Funding”) and entities managed by or associated with Willett Advisors LLC of up to a units (the “forward purchase units”), with each unit consisting of one Class A ordinary share and one-fifth The obligations under the forward purchase agreements will not depend on whether any public shareholders elect to redeem their shares and provide a minimum funding level for the initial Business Combination. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares and warrants, respectively, included in the Units sold in the Initial Public Offering, except that they will be subject to certain registration rights. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 8 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrant Liability
Warrant Liability | 6 Months Ended |
Dec. 31, 2020 | |
Warrant Liability [Abstract] | |
Warrant Liability | NOTE 9 – WARRANT LIABILITY Warrants only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any 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 with respect to the Class A ordinary shares underlying the warrant is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrant expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” 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 it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or 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 . • 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 to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $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 an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or any Extension Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, 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 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 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 are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity held-to-maturity At December 31, 2020, assets held in the Trust Account were comprised of $690,000,000 in cash. During the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 59,064,000 Warrant Liability – Private Placement Warrants 3 $ 90,856,186 FPA Liability 3 $ 69,874,782 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our 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. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. The Public Warrants for periods where no observable traded price was available are valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of July 3, 2020 (inception) $ — $ — $ — Initial measurement on August 18, 2020 22,792,602 20,412,606 43,205,208 Change in valuation inputs or other assumptions 68,063,584 38,651,394 106,714,978 Fair value as of December 31, 2020 $ 90,856,186 $ 59,064,000 $ 149,920,186 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. FPA Liability The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $175 million pursuant which was determined based on an observed success rates of business combinations for special purpose acquisition companies. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Fair value, July 3, 2020 $ — Loss on change in fair value (1) 69,874,782 Fair value, December 31, 2020 $ 69,874,782 (1) Represents the non-cash loss on change in valuation of the FPA liability and is included in loss on change in fair value of FPA liability on the statement of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as describe below, except as described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 19, 2021, the Company entered into a Convertible Promissory Note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $2,000,000 , which amount was drawn in full on the same day. non-interest On February 2, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”), by and among the Company, Chariot Merger Sub and CCC. The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed as determined by CCC in its sole discretion, (B) each outstanding Class A ordinary share of the Company and each outstanding Class B ordinary share of the Company will become one share of common stock of the Company (the “Dragoneer Common Stock”), and (C) each outstanding warrant of the Company will become one warrant to purchase one share of Dragoneer Common Stock; and (ii) following the Domestication, Chariot Merger Sub will merge with and into CCC, with CCC as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”). Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, on the Closing Date (as defined in the Business Combination Agreement) immediately following the Closing (as defined in the Business Combination Agreement), an aggregate of 15,000,000 shares of Dragoneer Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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, as modified by the Jumpstart Our Business Startups Act of 2012 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $37,773,402 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs allocated to the warrant liabilities amounted to $1,150,871, are expensed and included in other expenses in the statement of operations. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Public Warrants for periods where no observable traded price was available are valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of Private Warrants was determined using a Black-Scholes option pricing model. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and 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. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants 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 warrants are exercisable to purchase 29,600,000 shares of Class A ordinary shares in the aggregate. 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 non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 3, 2020 (inception) December 31, Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (185,775,870 ) Redeemable Net Earnings $ — Non-Redeemable $ (185,775,870 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 16,748,571 Loss/Basic and Diluted Non-Redeemable $ (11.09 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date . |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards 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 [Abstract] | |
Summary of restatement of financial statements | The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. As Adjustments As Restated Balance sheet as of August 18, 2020 (audited) Total Liabilities $ 25,131,073 $ 43,439,891 $ 68,570,964 Class A Ordinary Shares Subject to Redemption 661,895,720 (43,439,891 ) 618,455,829 Class A Ordinary Shares 281 434 715 Additional Paid in Capital 5,003,001 8,377,722 13,380,723 Accumulated Deficit (5,000 ) (8,378,156 ) (8,383,156 ) Number of Class A ordinary shares subject to redemption 66,189,572 (4,343,989 ) 61,845,583 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 25,274,901 $ 116,489,061 $ 141,763,962 Class A Ordinary Shares Subject to Redemption 661,858,040 (116,489,061 ) 545,368,979 Class A Ordinary Shares 281 1,165 1,446 Additional Paid-in 5,040,681 81,426,161 86,466,842 Accumulated Deficit (42,685 ) (81,427,326 ) (81,470,011 ) Number of Class A ordinary shares subject to redemption 66,185,804 (11,648,906 ) 54,536,898 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 25,068,093 $ 219,794,968 $ 244,863,061 Class A Ordinary Shares Subject to Redemption 660,858,080 (219,794,968 ) 441,063,112 Class A Ordinary Shares 291 2,198 2,489 Additional Paid-in 6,040,631 184,731,035 190,771,666 Accumulated Deficit (1,042,637 ) (184,733,233 ) (185,775,870 ) Number of Class A ordinary shares subject to redemption 66,085,808 (21,979,497 ) 44,106,311 Statement of operations for the period from July 3, 2020 (inception) to September 30, 2020 (unaudited) Net loss $ (42,685 ) $ (81,427,326 ) $ (81,470,011 ) Weighted average shares outstanding – Class A redeemable shares 69,000,000 — 69,000,000 Basic and Diluted EPS – Class A 0.00 0.00 0.00 Weighted average shares outstanding – Class B 17,250,000 — 17,250,000 Basic and Diluted EPS – Class B 0.00 (4.72 ) (4.72 ) Statement of operations for the period from July 3 Net loss $ (1,042,637 ) $ (184,733,233 ) $ (185,775,870 ) Weighted average shares outstanding – Class A redeemable shares 69,000,000 — 69,000,000 Basic and Diluted EPS – Class A 0.00 0.00 0.00 Weighted average shares outstanding – Class B 17,250,000 — 16,748,571 Basic and Diluted EPS – Class B (0.06 ) (11.03 ) (11.09 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary Of Earning Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 3, 2020 (inception) December 31, Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (185,775,870 ) Redeemable Net Earnings $ — Non-Redeemable $ (185,775,870 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 16,748,571 Loss/Basic and Diluted Non-Redeemable $ (11.09 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 59,064,000 Warrant Liability – Private Placement Warrants 3 $ 90,856,186 FPA Liability 3 $ 69,874,782 |
Summary of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of July 3, 2020 (inception) $ — $ — $ — Initial measurement on August 18, 2020 22,792,602 20,412,606 43,205,208 Change in valuation inputs or other assumptions 68,063,584 38,651,394 106,714,978 Fair value as of December 31, 2020 $ 90,856,186 $ 59,064,000 $ 149,920,186 |
Summary of the changes in the fair value of the FPA liability | The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Fair value, July 3, 2020 $ — Loss on change in fair value (1) 69,874,782 Fair value, December 31, 2020 $ 69,874,782 (1) Represents the non-cash loss on change in valuation of the FPA liability and is included in loss on change in fair value of FPA liability on the statement of operations. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Aug. 18, 2020 | Dec. 31, 2020 |
Proceeds from sales of issuance initial public offering units | $ 690,000,000 | |
Underwriters of their overallotment option | $ 9,000,000 | |
Initial public offering per units | $ 10 | $ 10 |
Proceeds from issuance initial public offering | $ 690,000,000 | |
Proceeds from sales of Private Placement warrants | $ 15,800,000 | |
Proceeds from Issuance of private placement | 15,800,000 | |
Business acquisition transaction costs | 38,924,273 | |
Payment of stock issuance costs | 13,800,000 | |
Other offering costs | $ 974,273 | |
Maturity of investments days | 185 days | |
Business acquisition percentage of voting interests acquired | 50.00% | |
Deferred underwriting fee | $ 24,150,000 | |
Business combinations and acquisitions tangible assets | $ 5,000,001 | |
Percentage of initial public offering shares | 15.00% | |
Percentage of initial public offering shares redemption | 100.00% | |
Payment of dissolution expenses | $ 100,000 | |
Over-Allotment Option [Member] | ||
Sale of stock, price per share | $ 10 | |
Private Placement [Member] | ||
Sale of stock, price per share | $ 1 | |
Common Class A [Member] | ||
Proceeds from sales of issuance initial public offering units | $ 69,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Aug. 18, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total Liabilities | $ 141,763,962 | $ 244,863,061 | $ 68,570,964 |
Class A Ordinary Shares Subject to Redemption | 545,368,979 | 441,063,112 | 618,455,829 |
Additional Paid in Capital | 86,466,842 | 190,771,666 | 13,380,723 |
Accumulated Deficit | (81,470,011) | (185,775,870) | (8,383,156) |
Net loss | (81,470,011) | (185,775,870) | |
Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Ordinary Shares | $ 1,446 | $ 2,489 | $ 715 |
Number of Class A ordinary shares subject to redemption | 54,536,898 | 44,106,311 | 61,845,583 |
Net loss | $ 0 | ||
Weighted average shares outstanding | 69,000,000 | 69,000,000 | |
Basic and Diluted EPS | $ 0 | $ 0 | |
Common Class B [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Ordinary Shares | $ 1,725 | ||
Net loss | $ (185,775,870) | ||
Weighted average shares outstanding | 17,250,000 | 16,748,571 | |
Basic and Diluted EPS | $ (4.72) | $ (11.09) | |
Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total Liabilities | $ 25,274,901 | $ 25,068,093 | $ 25,131,073 |
Class A Ordinary Shares Subject to Redemption | 661,858,040 | 660,858,080 | 661,895,720 |
Additional Paid in Capital | 5,040,681 | 6,040,631 | 5,003,001 |
Accumulated Deficit | (42,685) | (1,042,637) | (5,000) |
Net loss | (42,685) | (1,042,637) | |
Previously Reported [Member] | Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Ordinary Shares | $ 281 | $ 291 | $ 281 |
Number of Class A ordinary shares subject to redemption | 66,185,804 | 66,085,808 | 66,189,572 |
Weighted average shares outstanding | 69,000,000 | 69,000,000 | |
Basic and Diluted EPS | $ 0 | $ 0 | |
Previously Reported [Member] | Common Class B [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Weighted average shares outstanding | 17,250,000 | 17,250,000 | |
Basic and Diluted EPS | $ 0 | $ (0.06) | |
Revision of Prior Period, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total Liabilities | $ 116,489,061 | $ 219,794,968 | $ 43,439,891 |
Class A Ordinary Shares Subject to Redemption | (116,489,061) | (219,794,968) | (43,439,891) |
Additional Paid in Capital | 81,426,161 | 184,731,035 | 8,377,722 |
Accumulated Deficit | (81,427,326) | (184,733,233) | (8,378,156) |
Net loss | (81,427,326) | (184,733,233) | |
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Ordinary Shares | $ 1,165 | $ 2,198 | $ 434 |
Number of Class A ordinary shares subject to redemption | (11,648,906) | (21,979,497) | (4,343,989) |
Weighted average shares outstanding | 0 | 0 | |
Basic and Diluted EPS | $ 0 | $ 0 | |
Revision of Prior Period, Adjustment [Member] | Common Class B [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Weighted average shares outstanding | 0 | 0 | |
Basic and Diluted EPS | $ (4.72) | $ (11.03) |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statements - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Outstanding shares percentage | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2020USD ($)shares | |
Accounting Policies [Line Items] | |
Offering costs | $ 37,773,402 |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | $ 0 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 29,600,000 |
Cash, FDIC Insured Amount | $ 250,000 |
Offering costs of warrant liabilities | 1,150,871 |
Other Expense [Member] | |
Accounting Policies [Line Items] | |
Offering costs of warrant liabilities | $ 1,150,871 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Numerator: Earnings allocable to Ordinary Shares | ||
Net Earnings and loss | $ (81,470,011) | $ (185,775,870) |
Common Class A [Member] | ||
Numerator: Earnings allocable to Ordinary Shares | ||
Interest Income | 0 | |
Net Earnings and loss | $ 0 | |
Denominator: Weighted Average Redeemable Ordinary Shares | ||
Ordinary Shares, Basic and Diluted | 69,000,000 | 69,000,000 |
Basic and Diluted Ordinary Shares | $ 0 | $ 0 |
Common Class B [Member] | ||
Numerator: Earnings allocable to Ordinary Shares | ||
Net Earnings and loss | $ (185,775,870) | |
Redeemable Net Earnings | 0 | |
Non-Redeemable Net Loss | $ (185,775,870) | |
Denominator: Weighted Average Redeemable Ordinary Shares | ||
Ordinary Shares, Basic and Diluted | 17,250,000 | 16,748,571 |
Basic and Diluted Ordinary Shares | $ (4.72) | $ (11.09) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
IPO [Member] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 69,000,000 |
Over-Allotment Option [Member] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 9,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 10 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Number of warrants issued | shares | 15,800,000 |
Warrants issue price | $ 1 |
Proceeds from Issuance of Warrants | $ | $ 15,800,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 10, 2020 | Dec. 31, 2020 | Jan. 19, 2021 | Jul. 23, 2020 |
Payments of Stock Issuance Costs | $ 13,800,000 | |||
Due to related party | $ 1,400,894 | 17,703 | ||
Repayments of Related Party Debt | 1,383,191 | |||
Subsequent Event [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | |||
Founder Shares [Member] | ||||
Payments of Stock Issuance Costs | 25,000 | |||
Number of shares transferred | 75,000 | |||
Stock issued during period subject to forfeiture | 2,250,000 | |||
Percent of stock convertible | 20.00% | |||
Stock issued during period not subject to forfeiture | 2,250,000 | |||
Stock price threshold limit | $ 12 | |||
Promissory Note [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | |||
Working Capital Loans [Member] | ||||
Convertible Debt | $ 2,000,000 | |||
Warrant issue price | $ 1 | |||
Long-term Debt, Gross | $ 0 | |||
Common Class B [Member] | Founder Shares [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 17,250,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 12, 2020 | Jul. 24, 2020 | Dec. 31, 2020 |
Other Commitments [Line Items] | |||
Cash underwriting fee per unit | $ 0.20 | ||
Payment of stock issuance costs | $ 13,800,000 | ||
Deferred underwriting fee payable per share | $ 0.35 | ||
Deferred underwriting fee payable non current | $ 24,150,000 | ||
Forward Contracts [Member] | |||
Other Commitments [Line Items] | |||
Stock Repurchased During Period, Shares | 17,500,000 | 17,500,000 | |
Purchase price per share | $ 10 | $ 10 | |
Payments for repurchase of private placement | $ 175,000,000 | $ 175,000,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Aug. 18, 2020 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorised | 1,000,000 | ||
Preferred stock par or stated value per share | $ 0.0001 | ||
Preferred stock shares issued | 0 | ||
Preferred stock shares outstanding | 0 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorised | 200,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock shares issued | 24,893,689 | ||
Common stock shares outstanding | 24,893,689 | ||
Temporary equity shares outstanding | 44,106,311 | 54,536,898 | 61,845,583 |
Common stock shares description of voting rights | one vote | ||
Common Class A [Member] | Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Percentage of common stock outstanding | 20.00% | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorised | 20,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock shares issued | 17,250,000 | ||
Common stock shares outstanding | 17,250,000 | ||
Common stock shares description of voting rights | one vote |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Dec. 31, 2020 | Jul. 10, 2020 | |
Warrants or rights term | 5 years | |
Percentage Of The Market Value [Member] | ||
Exercise price of warrants percentage | 115.00% | |
Percentage Of The Newly Issued Price [Member] | ||
Exercise price of warrants percentage | 115.00% | |
Triggering Share Price One [Member] | ||
Share Price | $ 18 | $ 18 |
Warrants redemption price | 0.01 | |
Triggering Share Price Two [Member] | ||
Share Price | 10 | $ 10 |
Warrants redemption price | $ 0.10 | |
Common Class A [Member] | Percentage Of The Market Value [Member] | ||
Redemption trigger share price percentage | 180.00% | |
Common Class A [Member] | Percentage Of The Newly Issued Price [Member] | ||
Redemption trigger share price percentage | 180.00% | |
Common Class A [Member] | Event Triggering Warrant Price Adjustment [Member] | Founder Shares [Member] | ||
Sale of stock issue price per share | $ 9.20 | |
Percentage of the total gross proceeds from equity issuances for business combination | 60.00% | |
Volume weighted average trading price of ordinary shares | $ 9.20 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Liabilities Measured at Fair Value on a Recurring Basis (Detail) | Dec. 31, 2020USD ($) |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, liabilities | $ 59,064,000 |
Fair Value, Inputs, Level 3 [Member] | Private Placement [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, liabilities | 90,856,186 |
Fair Value, Inputs, Level 3 [Member] | FPA Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, liabilities | $ 69,874,782 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in the Fair Value of Warrant Liabilities (Detail) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Private Placement [Member] | |
Fair value as of July 3, 2020 | $ 0 |
Initial measurement on August 18, 2020 | 22,792,602 |
Change in valuation inputs or other assumptions | 68,063,584 |
Fair value as of December 31, 2020 | 90,856,186 |
Public Warrants [Member] | |
Fair value as of July 3, 2020 | 0 |
Initial measurement on August 18, 2020 | 20,412,606 |
Change in valuation inputs or other assumptions | 38,651,394 |
Fair value as of December 31, 2020 | 59,064,000 |
Warrants Liabilities [Member] | |
Fair value as of July 3, 2020 | 0 |
Initial measurement on August 18, 2020 | 43,205,208 |
Change in valuation inputs or other assumptions | 106,714,978 |
Fair value as of December 31, 2020 | $ 149,920,186 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Fair Value of the FPA Liability (Detail) | 6 Months Ended | |
Dec. 31, 2020USD ($) | ||
Fair Value FPA Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, July 3, 2020 | ||
Loss on change in fair value | 69,874,782 | [1] |
Fair value, December 31, 2020 | $ 69,874,782 | |
[1] | Represents the non-cash loss on change in valuation of the FPA liability and is included in loss on change in fair value of FPA liability on the statement of operations. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Held to maturity securities | $ 0 |
Common Stock and Warrants to be Issued on Business Combination | $ 175,000,000 |
Consummation of the Business Combination | 95.00% |
Adjusted net assets method utilized | $ 175,000,000 |
US Treasury Securities [Member] | Cash [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in trust account | $ 690,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] | Jan. 19, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 |
Convertible promissory note into warrants | $ 2,000,000 |
Warrants exercise per share | $ / shares | $ 1 |
Subscription Arrangement [Member] | |
Subsequent Event [Line Items] | |
Shares acquired, business acquisition | shares | 15,000,000 |
Business acquisition, share price | $ / shares | $ 10 |
Gross proceeds from business acquisition | $ 150,000,000 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 |