Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Cohn Robbins Holdings Corp. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 861,948,000 | ||
Amendment Flag | true | ||
Amendment Description | Cohn Robbins Holdings Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statement as of September 11, 2020 and as of and for the period ended September 30, 2020 in the accompanying financial statements included in this Annual Report (collectively, the “Original Financial Statements”).
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Entity Central Index Key | 0001818212 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 001-39454 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Class A ordinary shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 82,800,000 | ||
Class B ordinary shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 20,700,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 643,949 |
Prepaid expenses | 551,430 |
Total Current Assets | 1,195,379 |
Cash and marketable securities held in Trust Account | 828,234,764 |
TOTAL ASSETS | 829,430,143 |
Liabilities | |
Current liabilities - accrued expenses | 302,753 |
Warrant liabilities | 73,684,266 |
Deferred underwriting fee payable | 28,980,000 |
Total Liabilities | 102,967,019 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 72,146,312 shares at $10.00 per share redemption value | 721,463,120 |
Shareholders’ Equity | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding | |
Additional paid-in capital | 53,059,499 |
Accumulated deficit | (48,062,630) |
Total Shareholders’ Equity | 5,000,004 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 829,430,143 |
Class A Ordinary Shares | |
Shareholders’ Equity | |
Ordinary share value | 1,065 |
Total Shareholders’ Equity | 1,065 |
Class B Ordinary Shares | |
Shareholders’ Equity | |
Ordinary share value | 2,070 |
Total Shareholders’ Equity | $ 2,070 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Ordinary Shares | |
Ordinary shares subject to possible redemption | 72,146,312 |
Subject to possible redemption, per share redemption value (in Dollars per share) | $ / shares | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 |
Ordinary shares, shares issued | 10,653,688 |
Ordinary shares, shares outstanding | 10,653,688 |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 |
Ordinary shares, shares issued | 20,700,000 |
Ordinary shares, shares outstanding | 20,700,000 |
Statement of Operations
Statement of Operations | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 481,239 |
Loss from operations | (481,239) |
Other income (expense): | |
Interest earned on cash and marketable securities held in Trust Account | 234,764 |
Change in fair value of warrant liabilities | (46,778,400) |
Transaction costs allocable to warrants | (1,037,755) |
Other expense, net | (47,581,391) |
Net Loss | $ (48,062,630) |
Class A redeemable ordinary shares | |
Other income (expense): | |
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | shares | 82,800,000 |
Basic and diluted net income per share, Class A redeemable ordinary shares (in Dollars per share) | $ / shares | $ 0 |
Class B non-redeemable ordinary shares | |
Other income (expense): | |
Weighted average shares outstanding of Class B non-redeemable ordinary shares (in Shares) | shares | 19,752,632 |
Basic and diluted net loss per share, Class B non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ (2.45) |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Equity - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Jul. 12, 2020 | |||||
Balance (in Shares) at Jul. 12, 2020 | |||||
Balance at Jul. 12, 2020 | |||||
Balance (in Shares) at Jul. 12, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 2,070 | 22,930 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 20,700,000 | ||||
Sale of 82,800,000 Units, net of underwriting discounts and offering costs | $ 8,280 | 764,346,340 | 764,354,620 | ||
Sale of 82,800,000 Units, net of underwriting discounts and offering costs (in Shares) | 82,800,000 | ||||
Excess of cash received over fair value of private placement warrants | 10,146,134 | 10,146,134 | |||
Class A ordinary shares subject to possible redemption (in Shares) | (72,146,312) | ||||
Net loss | (48,062,630) | (48,062,630) | |||
Balance at Dec. 31, 2020 | $ 1,065 | $ 2,070 | 53,059,499 | (48,062,630) | 5,000,004 |
Balance (in Shares) at Dec. 31, 2020 | 10,653,688 | 20,700,000 | |||
Class A ordinary shares subject to possible redemption | $ (7,215) | $ (721,455,905) | $ (721,463,120) |
Statement of Changes in Share_2
Statement of Changes in Shareholders’ Equity (Parentheticals) | 6 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units net of underwriting discounts and offering costs | 82,800,000 |
Statement of Cash Flows
Statement of Cash Flows | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (48,062,630) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on cash and marketable securities held in Trust Account | (234,764) |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Change in fair value of warrant liabilities | 46,778,400 |
Transaction costs allocable to warrants | 1,037,755 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (551,430) |
Accounts payable and accrued expenses | 302,753 |
Net cash used in operating activities | (724,916) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (828,000,000) |
Net cash used in investing activities | (828,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 811,440,000 |
Proceeds from sale of Private Placement Warrants | 18,560,000 |
Proceeds from promissory note – related party | 202,969 |
Repayment of promissory note – related party | (300,000) |
Payments of offering costs | (534,104) |
Net cash provided by financing activities | 829,368,865 |
Net Change in Cash | 643,949 |
Cash – Beginning | |
Cash – Ending | 643,949 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 768,482,990 |
Change in value of Class A ordinary shares subject to possible redemption | (47,019,870) |
Deferred underwriting fee payable | 28,980,000 |
Offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary shares | 20,000 |
Offering costs paid through promissory note – related party | $ 97,031 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Cohn Robbins Holdings Corp. (formerly known as CSR Acquisition Corp.) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 13, 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 13, 2020 (inception) through December 31, 2020, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 8, 2020. On September 11, 2020, the Company consummated the Initial Public Offering of 82,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 10,800,000 Units, at $10.00 per Unit, generating gross proceeds of $828,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,373,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s sponsor, Cohn Robbins Sponsor LLC (the “Sponsor”), generating gross proceeds of $18,560,000, which is described in Note 5. Transaction costs amounted to $46,191,135, consisting of $16,560,000 of cash underwriting fees, $28,980,000 of deferred underwriting fees and $651,135 of other offering costs in connection with the Initial Public Offering and the sale of the Private Placement Warrants. Following the closing of the Initial Public Offering on September 11, 2020, an amount of $828,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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 stock exchange 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 (net of amounts disbursed to management for working capital purposes, if permitted and 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. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including any interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The 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) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. 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 Company’s initial shareholders have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. The Company will have until September 11, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Company’s initial shareholders have agreed to waive their 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. However, if the Company’s initial shareholders or any of their 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 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 (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 | |
Condensed Financial Information Disclosure [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, 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. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40 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 ordinary shares. Under ASC Section 815-40, a warrant is not indexed to the issuer’s ordinary shares 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 Private Placement Warrants are not indexed to the Company’s ordinary shares 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 shareholders’ 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 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. The table below summarizes the effects of the restatement on the financial statements for all periods being restated: As Previously As Reported Adjustments Restated Balance sheet as of September 11, 2020 (audited) Warrant Liabilities $ — 26,905,866 26,905,866 Total liabilities 29,032,041 26,905,866 55,937,907 Class A Ordinary Shares Subject to Possible Redemption 795,388,860 (26,905,870 ) 768,482,990 Class A Ordinary Shares 326 269 595 Additional Paid-in Capital 5,002,609 1,037,490 6,040,099 Accumulated Deficit (5,000 ) (1,037,755 ) (1,042,755 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ — 23,308,266 23,308,266 Total liabilities 29,034,283 23,308,266 52,342,549 Class A Ordinary Shares Subject to Possible Redemption 795,340,660 (23,308,270 ) 772,032,390 Class A Ordinary Shares 327 233 560 Additional Paid-in Capital 5,050,808 (2,560,074 ) 2,490,734 Retained Earnings / (Accumulated Deficit) (53,202 ) 2,559,845 2,506,643 Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — 73,684,266 73,684,266 Total liabilities 29,282,753 73,684,266 102,967,019 Class A Ordinary Shares Subject to Possible Redemption 795,147,380 (73,684,260 ) 721,463,120 Class A Ordinary Shares 329 736 1,065 Additional Paid-in Capital 5,244,086 47,815,413 53,059,499 Accumulated Deficit (246,475 ) (47,816,155 ) (48,062,630 ) Total Shareholders’ Equity 5,000,010 (6 ) 5,000,004 Statement of Operations for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — (3,597,600 ) (3,597,600 ) Transaction costs allocable to warrants — (1,037,755 ) (1,037,755 ) Net income (loss) (53,202 ) 2,559,845 2,506,643 Weighted average shares outstanding of Class A redeemable ordinary shares 82,800,000 — 82,800,000 Basic and diluted net income per share, Class A redeemable ordinary shares 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable ordinary shares 20,700,000 — 20,700,000 Basic and diluted net income per share, Class B non-redeemable shares (0.00 ) 0.12 0.12 Statement of Operations for period from July 13, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities $ — (46,778,400 ) (46,778,400 ) Transaction costs allocable to warrants — (1,037,755 ) (1,037,755 ) Net loss (246,475 ) (47,816,155 ) (48,062,630 ) Weighted average shares outstanding of Class A redeemable ordinary shares 82,800,000 — 82,800,000 Basic and diluted net loss per share, Class A 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable ordinary shares 19,752,632 — 19,752,632 Basic and diluted net loss per share, Class B non-redeemable shares (0.02 ) (2.43 ) (2.45 ) Statement of Cash Flows for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) Net income (loss) $ (53,202 ) 2,559,845 2,506,643 Change in fair value of warrant liabilities — (3,597,600 ) (3,597,600 ) Transaction costs allocable to warrants — 1,037,755 1,037,755 Initial classification of Class A ordinary shares subject to possible redemption 795,388,860 (26,905,870 ) 768,482,990 Change in value of ordinary shares subject to redemption (48,200 ) 3,597,600 3,549,400 Statement of Cash Flows for period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss $ (246,475 ) (47,816,155 ) (48,062,630 ) Change in fair value of warrant liabilities — 46,778,400 46,778,400 Transaction costs associated with IPO — 1,037,755 1,037,755 Initial classification of Class A ordinary shares subject to possible redemption 795,388,860 (26,905,870 ) 768,482,990 Change in value of ordinary shares subject to redemption (241,480 ) (46,778,390 ) (47,019,870 ) |
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 accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 had no cash equivalents as of December 31, 2020. 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 Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 72,146,312 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consisted of underwriting, legal, accounting and other expenses that were directly related to the Initial Public Offering. Offering costs amounted to $46,191,135, of which $45,153,380 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $1,037,755 were expensed to the statement of operations. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40under 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 the statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Modified Monte Carlo 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. Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s 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 an exempted Cayman Islands 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. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (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 inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 39,973,333 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 method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 234,764 Redeemable Net Earnings $ 234,764 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 82,800,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (48,062,630 ) Redeemable Net Earnings (234,764 ) Non-Redeemable Net Loss $ (48,297,394 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 19,752,632 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.45 ) 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 Corporation coverage limit 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,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10). 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 82,800,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 10,800,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
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 12,373,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $18,560,000. 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 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
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 On July 14, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). In August 2020 and in September 2020, the Company effected share capitalizations resulting in an aggregate of 20,700,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 2,700,000 shares that were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise their over-allotment option, 2,700,000 Founder Shares are no longer subject to forfeiture. The Company’s initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their 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 splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on September 8, 2020, to pay an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 13, 2020 (inception) through December 31, 2020, the Company incurred $40,000 in fees for these services, of which such amount is included within accrued expenses on the accompanying balance sheet. Promissory Note – Related Party On July 14, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid upon the closing of the Initial Public Offering on September 11, 2020. 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 $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 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. |
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 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 11, 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 or warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $16,560,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $28,980,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [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. 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 holder, on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Dec. 31, 2020 | |
Warrant Liabilities [Abstract] | |
WARRANT LIABILITIES | NOTE 9 — WARRANT LIABILITIES Public Warrants may 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 covering the issuance of the Class A ordinary shares issuable upon the exercise of the warrants is then effective and a current 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 any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, 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 thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its 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 Reference Value equals or exceeds $18.00 per share (as adjusted); and 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 based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. 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 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
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 the 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 in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $925 in cash and $828,233,839 in U.S. Treasury Bills. During the period from July 13, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the trust account to pay its taxes. The following table presents information about the Company’s assets 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. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Bills (Mature on 03/11/2021) 1 $ 828,233,839 $ 26,868 $ 828,260,707 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. December 31, Level 2020 Liabilities: Warrant Liabilities – Public Warrants 1 $ 49,680,000 Warrant Liabilities – Private Placement Warrants 3 $ 24,004,266 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within loss on warrant liabilities in the statement of operations. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering 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 risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. A Modified Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liabilities: At September 11, 2020 (Initial Measurement) As of December 31, Stock price $ 10.00 $ 10.41 Term (in years) 5.0 5.0 Volatility 15.04 % 30.0 % Risk-free rate 0.26 % 0.36 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 13, 2020 $ — $ — $ — Initial measurement on September 11, 2020 8,413,866 18,492,000 26,905,866 Transfer to Level 1 — (18,492,000 ) (18,492,000 ) Change in fair value 15,590,400 — 15,590,400 Fair value as of December 31, 2020 $ 24,004,266 $ — $ 24,004,266 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from July 13, 2020 (inception) through December 31, 2020 was $18,492,000. |
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 described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 had no cash equivalents as of December 31, 2020. |
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 Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 72,146,312 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consisted of underwriting, legal, accounting and other expenses that were directly related to the Initial Public Offering. Offering costs amounted to $46,191,135, of which $45,153,380 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $1,037,755 were expensed to the statement of operations. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40under 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 the statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Modified Monte Carlo 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. |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s 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 an exempted Cayman Islands 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. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (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 inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 39,973,333 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 method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 234,764 Redeemable Net Earnings $ 234,764 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 82,800,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (48,062,630 ) Redeemable Net Earnings (234,764 ) Non-Redeemable Net Loss $ (48,297,394 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 19,752,632 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.45 ) |
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 Corporation coverage limit 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,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10). |
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 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of financial statements | As Previously As Reported Adjustments Restated Balance sheet as of September 11, 2020 (audited) Warrant Liabilities $ — 26,905,866 26,905,866 Total liabilities 29,032,041 26,905,866 55,937,907 Class A Ordinary Shares Subject to Possible Redemption 795,388,860 (26,905,870 ) 768,482,990 Class A Ordinary Shares 326 269 595 Additional Paid-in Capital 5,002,609 1,037,490 6,040,099 Accumulated Deficit (5,000 ) (1,037,755 ) (1,042,755 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ — 23,308,266 23,308,266 Total liabilities 29,034,283 23,308,266 52,342,549 Class A Ordinary Shares Subject to Possible Redemption 795,340,660 (23,308,270 ) 772,032,390 Class A Ordinary Shares 327 233 560 Additional Paid-in Capital 5,050,808 (2,560,074 ) 2,490,734 Retained Earnings / (Accumulated Deficit) (53,202 ) 2,559,845 2,506,643 Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — 73,684,266 73,684,266 Total liabilities 29,282,753 73,684,266 102,967,019 Class A Ordinary Shares Subject to Possible Redemption 795,147,380 (73,684,260 ) 721,463,120 Class A Ordinary Shares 329 736 1,065 Additional Paid-in Capital 5,244,086 47,815,413 53,059,499 Accumulated Deficit (246,475 ) (47,816,155 ) (48,062,630 ) Total Shareholders’ Equity 5,000,010 (6 ) 5,000,004 Statement of Operations for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — (3,597,600 ) (3,597,600 ) Transaction costs allocable to warrants — (1,037,755 ) (1,037,755 ) Net income (loss) (53,202 ) 2,559,845 2,506,643 Weighted average shares outstanding of Class A redeemable ordinary shares 82,800,000 — 82,800,000 Basic and diluted net income per share, Class A redeemable ordinary shares 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable ordinary shares 20,700,000 — 20,700,000 Basic and diluted net income per share, Class B non-redeemable shares (0.00 ) 0.12 0.12 Statement of Operations for period from July 13, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities $ — (46,778,400 ) (46,778,400 ) Transaction costs allocable to warrants — (1,037,755 ) (1,037,755 ) Net loss (246,475 ) (47,816,155 ) (48,062,630 ) Weighted average shares outstanding of Class A redeemable ordinary shares 82,800,000 — 82,800,000 Basic and diluted net loss per share, Class A 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable ordinary shares 19,752,632 — 19,752,632 Basic and diluted net loss per share, Class B non-redeemable shares (0.02 ) (2.43 ) (2.45 ) Statement of Cash Flows for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) Net income (loss) $ (53,202 ) 2,559,845 2,506,643 Change in fair value of warrant liabilities — (3,597,600 ) (3,597,600 ) Transaction costs allocable to warrants — 1,037,755 1,037,755 Initial classification of Class A ordinary shares subject to possible redemption 795,388,860 (26,905,870 ) 768,482,990 Change in value of ordinary shares subject to redemption (48,200 ) 3,597,600 3,549,400 Statement of Cash Flows for period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss $ (246,475 ) (47,816,155 ) (48,062,630 ) Change in fair value of warrant liabilities — 46,778,400 46,778,400 Transaction costs associated with IPO — 1,037,755 1,037,755 Initial classification of Class A ordinary shares subject to possible redemption 795,388,860 (26,905,870 ) 768,482,990 Change in value of ordinary shares subject to redemption (241,480 ) (46,778,390 ) (47,019,870 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per ordinary share | For the 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 234,764 Redeemable Net Earnings $ 234,764 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 82,800,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (48,062,630 ) Redeemable Net Earnings (234,764 ) Non-Redeemable Net Loss $ (48,297,394 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 19,752,632 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.45 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of held-to-maturity securities | Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Bills (Mature on 03/11/2021) 1 $ 828,233,839 $ 26,868 $ 828,260,707 |
Schedule of fair value hierarchy of the valuation inputs | December 31, Level 2020 Liabilities: Warrant Liabilities – Public Warrants 1 $ 49,680,000 Warrant Liabilities – Private Placement Warrants 3 $ 24,004,266 |
Schedule of level 3 fair value measurements of the warrant liabilities | At September 11, 2020 (Initial Measurement) As of December 31, Stock price $ 10.00 $ 10.41 Term (in years) 5.0 5.0 Volatility 15.04 % 30.0 % Risk-free rate 0.26 % 0.36 % Dividend yield 0.0 % 0.0 % |
Schedule of changes in fair value of Level 3 warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of July 13, 2020 $ — $ — $ — Initial measurement on September 11, 2020 8,413,866 18,492,000 26,905,866 Transfer to Level 1 — (18,492,000 ) (18,492,000 ) Change in fair value 15,590,400 — 15,590,400 Fair value as of December 31, 2020 $ 24,004,266 $ — $ 24,004,266 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Sep. 11, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Initial public offering price per unit (in Dollars per share) | $ 10 | |
Sale of shares (in Shares) | 82,800,000 | |
Price of per private warrant (in Dollars per share) | $ 10 | |
Transaction costs amount | $ 46,191,135 | |
Underwriting fees | 16,560,000 | |
Deferred underwriting fees | 28,980,000 | |
Other offering costs | $ 651,135 | |
Per share price (in Dollars per share) | $ 10.41 | |
Maturity period | 185 days | |
Business combination fair market value, percentage | 80.00% | |
Business combination percentage of voting securities | 50.00% | |
Public share price (in Shares) | 10 | |
Net tangible assets of business combination | $ 5,000,001 | |
Aggregate of Public share, percentage | 15.00% | |
Redemption of public share, percentage | 100.00% | |
Dissolution expense | $ 100,000 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Generating gross proceeds of initial public offering | 46,191,135 | |
Net proceeds of initial public offering and sale of private warrants | $ 828,000,000 | |
Per share price (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Generating gross proceeds of initial public offering | $ 18,560,000 | |
Sale of shares (in Shares) | 12,373,333 | |
Price of per private warrant (in Dollars per share) | $ 1.50 | |
Class A ordinary shares [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated initial public offering of units (in Shares) | ||
Class A ordinary shares [Member] | Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated initial public offering of units (in Shares) | 82,800,000 | |
Over-allotment, shares (in Shares) | 10,800,000 | |
Initial public offering price per unit (in Dollars per share) | $ 10 | |
Generating gross proceeds of initial public offering | $ 828,000,000 | |
Public Shareholders [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public share price (in Shares) | 10 | |
Public Shares [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Redemption of public share, percentage | 100.00% |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Dec. 31, 2020 |
Condensed Financial Information Disclosure [Abstract] | |
Outstanding share, percentage | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 11, 2020 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant Liabilities | ||||
Total liabilities | 29,034,283 | 29,282,753 | 29,282,753 | 29,032,041 |
Class A Ordinary Shares Subject to Possible Redemption | 795,340,660 | 795,147,380 | 795,147,380 | 795,388,860 |
Class A Ordinary Shares | 327 | 329 | 329 | 326 |
Additional Paid-in Capital | 5,050,808 | 5,244,086 | 5,244,086 | 5,002,609 |
Retained Earnings / (Accumulated Deficit) | (53,202) | (246,475) | (246,475) | (5,000) |
Total Shareholders’ Equity | 5,000,010 | 5,000,010 | ||
Statement of Operations for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) | ||||
Change in fair value of warrant liabilities | ||||
Transaction costs allocable to warrants | ||||
Net income (loss) | $ (53,202) | $ (246,475) | ||
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | 82,800,000 | 82,800,000 | ||
Basic and diluted net income per share, Class A redeemable ordinary shares (in Dollars per share) | $ 0 | $ 0 | ||
Weighted average shares outstanding of Class B non-redeemable ordinary shares (in Shares) | 20,700,000 | 19,752,632 | ||
Basic and diluted net income per share, Class B non-redeemable shares (in Dollars per share) | $ 0 | $ (0.02) | ||
Statement of Cash Flows for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) | ||||
Net income (loss) | $ (53,202) | (246,475) | ||
Change in fair value of warrant liabilities | ||||
Transaction costs associated with IPO | ||||
Initial classification of Class A ordinary shares subject to possible redemption | 795,388,860 | 795,388,860 | ||
Change in value of ordinary shares subject to redemption | (48,200) | (241,480) | ||
Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant Liabilities | 23,308,266 | 73,684,266 | $ 73,684,266 | 26,905,866 |
Total liabilities | 23,308,266 | 73,684,266 | 73,684,266 | 26,905,866 |
Class A Ordinary Shares Subject to Possible Redemption | (23,308,270) | (73,684,260) | (73,684,260) | (26,905,870) |
Class A Ordinary Shares | 233 | 736 | 736 | 269 |
Additional Paid-in Capital | (2,560,074) | 47,815,413 | 47,815,413 | 1,037,490 |
Retained Earnings / (Accumulated Deficit) | 2,559,845 | (47,816,155) | (47,816,155) | (1,037,755) |
Total Shareholders’ Equity | (6) | (6) | ||
Statement of Operations for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) | ||||
Change in fair value of warrant liabilities | (3,597,600) | (46,778,400) | ||
Transaction costs allocable to warrants | (1,037,755) | (1,037,755) | ||
Net income (loss) | $ 2,559,845 | $ (47,816,155) | ||
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | ||||
Basic and diluted net income per share, Class A redeemable ordinary shares (in Dollars per share) | ||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares (in Shares) | ||||
Basic and diluted net income per share, Class B non-redeemable shares (in Dollars per share) | $ 0.12 | $ (2.43) | ||
Statement of Cash Flows for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) | ||||
Net income (loss) | $ 2,559,845 | (47,816,155) | ||
Change in fair value of warrant liabilities | (3,597,600) | 46,778,400 | ||
Transaction costs associated with IPO | 1,037,755 | 1,037,755 | ||
Initial classification of Class A ordinary shares subject to possible redemption | (26,905,870) | (26,905,870) | ||
Change in value of ordinary shares subject to redemption | 3,597,600 | (46,778,390) | ||
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant Liabilities | 23,308,266 | 73,684,266 | $ 73,684,266 | 26,905,866 |
Total liabilities | 52,342,549 | 102,967,019 | 102,967,019 | 55,937,907 |
Class A Ordinary Shares Subject to Possible Redemption | 772,032,390 | 721,463,120 | 721,463,120 | 768,482,990 |
Class A Ordinary Shares | 560 | 1,065 | 1,065 | 595 |
Additional Paid-in Capital | 2,490,734 | 53,059,499 | 53,059,499 | 6,040,099 |
Retained Earnings / (Accumulated Deficit) | 2,506,643 | (48,062,630) | (48,062,630) | $ (1,042,755) |
Total Shareholders’ Equity | 5,000,004 | 5,000,004 | ||
Statement of Operations for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) | ||||
Change in fair value of warrant liabilities | (3,597,600) | (46,778,400) | ||
Transaction costs allocable to warrants | (1,037,755) | (1,037,755) | ||
Net income (loss) | $ 2,506,643 | $ (48,062,630) | ||
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | 82,800,000 | 82,800,000 | ||
Basic and diluted net income per share, Class A redeemable ordinary shares (in Dollars per share) | $ 0 | $ 0 | ||
Weighted average shares outstanding of Class B non-redeemable ordinary shares (in Shares) | 20,700,000 | 19,752,632 | ||
Basic and diluted net income per share, Class B non-redeemable shares (in Dollars per share) | $ 0.12 | $ (2.45) | ||
Statement of Cash Flows for period from July 13, 2020 (inception) to September 30, 2020 (unaudited) | ||||
Net income (loss) | $ 2,506,643 | (48,062,630) | ||
Change in fair value of warrant liabilities | (3,597,600) | 46,778,400 | ||
Transaction costs associated with IPO | 1,037,755 | 1,037,755 | ||
Initial classification of Class A ordinary shares subject to possible redemption | 768,482,990 | 768,482,990 | ||
Change in value of ordinary shares subject to redemption | $ 3,549,400 | $ (47,019,870) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 11, 2020 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Statement of operations expense | $ 1,037,755 | |
Purchase of warrants exercise price (in Shares) | 39,973,333 | |
Federal depository insurance | $ 250,000 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 46,191,135 | |
Offering cost charge | $ 45,153,380 | |
Common Class A [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Redemption of shares (in Shares) | 72,146,312 | |
Common Class A [Member] | IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 828,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Redeemable Class A Ordinary Shares [Member] | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | $ 234,764 |
Redeemable Net Earnings | $ 234,764 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted (in Shares) | shares | 82,800,000 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (in Dollars per share) | $ / shares | $ 0 |
Non-Redeemable Class B Ordinary Shares [Member] | |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | $ (48,062,630) |
Redeemable Net Earnings | (234,764) |
Non-Redeemable Net Loss | $ (48,297,394) |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | |
Non-Redeemable Class B Ordinary Shares, Basic and Diluted (in Shares) | shares | 19,752,632 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares (in Dollars per share) | $ / shares | $ (2.45) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Sale of Stock | shares | 82,800,000 |
Sale of stock price per unit | $ / shares | $ 10 |
Public Warrant [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock price per unit | $ / shares | $ 11.50 |
Over-allotment option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of Stock | shares | 10,800,000 |
Private Placement (Details)
Private Placement (Details) | Dec. 31, 2020USD ($)$ / sharesshares |
Private Placement (Details) [Line Items] | |
Price of per private warrant | $ 1.50 |
Aggregate of purchase price (in Dollars) | $ | $ 18,560,000 |
Private Placement Warrant [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of private placement, shares (in Shares) | shares | 12,373,333 |
Price of per private warrant | $ 1.50 |
Per share price | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 14, 2020 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||
Price of per private warrant (in Dollars per share) | $ 1.50 | |
Secretarial and administrative services | $ 10,000 | |
Services fees | 40,000 | |
Aggregate principal amount | $ 300,000 | |
Repaid outstanding balance | $ 300,000 | |
Working capital loans | $ 1,500,000 | |
Founder Shares [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Price of per private warrant (in Dollars per share) | $ 12 | |
July 14, 2020 [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Related party description, description | the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). In August 2020 and in September 2020, the Company effected share capitalizations resulting in an aggregate of 20,700,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 2,700,000 shares that were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise their over-allotment option, 2,700,000 Founder Shares are no longer subject to forfeiture. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount unit | $ / shares | $ 0.20 |
Underwriting discount | $ | $ 16,560,000 |
Deferred fee | $ / shares | $ 0.35 |
Deferred aggregate amount | $ | $ 28,980,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity (Details) [Line Items] | |
Preference stock, shares authorized | 5,000,000 |
Preference stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Issued and outstanding, percentage | 20.00% |
Class A ordinary shares [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 10,653,688 |
Common stock shares, outstanding | 10,653,688 |
Ordinary shares subject to possible redemption | 72,146,312 |
Common Class B [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 50,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 20,700,000 |
Common stock shares, outstanding | 20,700,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 6 Months Ended |
Dec. 31, 2020$ / shares | |
Warrant Liabilities (Details) [Line Items] | |
Description of 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. |
Price per warrant | $ 1.50 |
Warrants for redemption description | ●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 based on the redemption date and the fair market value of the Class A ordinary shares; ●if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ●if the Reference Value is less than $18.00 per share (as adjusted) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. |
Business combination, description | 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. |
Private Placement [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Redemption of price per warrant | $ 18 |
Price per warrant | 1.50 |
Common Class A [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Redemption of price per warrant | 10 |
Common Class A [Member] | Warrants [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Redemption of price per warrant | 18 |
Common Class A [Member] | Private Placement [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Redemption of price per warrant | 18 |
Price per warrant | $ 0.01 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Measurements (Details) [Line Items] | |
Assets held in trust | $ 925 |
Fair value of warrant transferred | 18,492,000 |
U.S. Treasury Bills [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Cash | $ 828,233,839 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of fair value of held-to-maturity securities [Abstract] | |
Held-To-Maturity | U.S. Treasury Bills (Mature on 03/11/2021) |
Amortized Cost | $ 828,233,839 |
Gross Holding Gain | 26,868 |
Fair Value | $ 828,260,707 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs | Dec. 31, 2020USD ($) |
Level 1 [Member] | |
Liabilities: | |
Warrant Liabilities – Public Warrants | $ 49,680,000 |
Level 3 [Member] | |
Liabilities: | |
Warrant Liabilities – Private Placement Warrants | $ 24,004,266 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of level 3 fair value measurements of the warrant liabilities - $ / shares | Sep. 11, 2020 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of level 3 fair value measurements of the warrant liabilities [Line Items] | ||
Stock price (in Dollars per share) | $ 10.41 | |
Term (in years) | 5 years | |
Volatility | 30.00% | |
Risk-free rate | 0.36% | |
Dividend yield | 0.00% | |
Intial Measurement [Member] | ||
Fair Value Measurements (Details) - Schedule of level 3 fair value measurements of the warrant liabilities [Line Items] | ||
Stock price (in Dollars per share) | $ 10 | |
Term (in years) | 5 years | |
Volatility | 15.04% | |
Risk-free rate | 0.26% | |
Dividend yield | 0.00% |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of July 13, 2020 | |
Initial measurement on September 11, 2020 | 8,413,866 |
Transfer to Level 1 | |
Change in fair value | 15,590,400 |
Fair value as of December 31, 2020 | 24,004,266 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of July 13, 2020 | |
Initial measurement on September 11, 2020 | 18,492,000 |
Transfer to Level 1 | (18,492,000) |
Change in fair value | |
Fair value as of December 31, 2020 | |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of July 13, 2020 | |
Initial measurement on September 11, 2020 | 26,905,866 |
Transfer to Level 1 | (18,492,000) |
Change in fair value | 15,590,400 |
Fair value as of December 31, 2020 | $ 24,004,266 |