Cover Page
Cover Page | Jan. 26, 2022 |
Document Information [Line Items] | |
Document Type | 8-K/A |
Amendment Flag | true |
Document Period End Date | Jan. 26, 2022 |
Entity Registrant Name | PRIMAVERA CAPITAL ACQUISITION CORPORATION |
Entity Central Index Key | 0001818787 |
Entity File Number | 001-39915 |
Entity Tax Identification Number | 00-0000000 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 41/F Gloucester Tower |
Entity Address, Address Line Two | 15 Queen’s Road |
Entity Address, City or Town | Central |
Entity Address, Country | HK |
Entity Address, Postal Zip Code | 00000 |
City Area Code | 852 |
Local Phone Number | 3767 5100 |
Amendment Description | Primavera Capital Acquisition Corporation (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend and restate the Company’s audited balance sheet as of January 26, 2021 that had been filed with the Company’s Current Report on Form 8-K originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 1, 2021 (the “Original 8-K”). The audited balance sheet is being restated to reflect the classification of the Warrants and the Forward Purchase Agreement (the “FPA”) as derivative liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 815 (the Company had previously classified the Warrants and the FPA as components of equity) and classification of all of the Company’s Class A ordinary shares as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480-10-S99 (the Company had previously classified a portion of its Class A ordinary shares as permanent equity). On December 24, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited balance sheet as of January 26, 2021 filed as Exhibit 99.1 to the Original 8-K should no longer be relied upon due to the aforementioned changes required to reclassify the Warrants and the FPA as derivative liabilities to align with ASC Topic 815 and reclassify the Class A ordinary shares as temporary equity to align with ASC 480-10-S99. The Audit Committee of Board of Directors of the Company discussed with the Company’s independent accountants and are in agreement with the matters as disclosed in this Amendment. The correction of the aforementioned classification of the Warrants and the FPA as derivative liabilities and classification of the Class A ordinary shares as temporary equity is reflected in Exhibit 99.1 included with this Amendment. The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account. The Company’s controls over financial reporting did not provide for the proper classification of the Warrants and the FPA, and the Class A ordinary shares within the Company’s financial statements. As such, this represented a material weakness in the Company’s internal controls. Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original 8-K, other than as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with the SEC. |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Capital Units [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
Trading Symbol | PV.U |
Security Exchange Name | NYSE |
Redeemable Warrants [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
Trading Symbol | PV WS |
Security Exchange Name | NYSE |
Common Class A [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share |
Trading Symbol | PV |
Security Exchange Name | NYSE |
Balance Sheet
Balance Sheet | Jan. 26, 2021USD ($) |
Current assets | |
Cash | $ 1,682,128 |
Prepaid expenses | 25,200 |
Total Current Assets | 1,707,328 |
Cash held in Trust Account | 414,000,000 |
TOTAL ASSETS | 415,707,328 |
Current liabilities | |
Accrued offering costs | 364,451 |
Promissory note - related party | 7,000 |
Total Current Liabilities | 371,451 |
Deferred underwriting fee payable | 14,490,000 |
Forward Purchase Agreement (FPA) liability | 3,752,168 |
Warrant liabilities | 54,821,479 |
Total Liabilities | 73,435,098 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 41,400,000 shares at $10 per share redemption value | 414,000,000 |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (71,729,005) |
Total Shareholders' Deficit | (71,727,770) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 415,707,328 |
Common Class A | |
Shareholders' Deficit | |
Common stock value | 0 |
Common Class B | |
Shareholders' Deficit | |
Common stock value | $ 1,235 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Jan. 26, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A | |
Temporary equity shares outstanding | 41,400,000 |
Temporary equity redemption price per share | $ / shares | $ 10 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 400,000,000 |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Common Class B | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 40,000,000 |
Common stock shares issued | 12,350,000 |
Common stock shares outstanding | 12,350,000 |
Organization and Plan Of Busine
Organization and Plan Of Business Operations | 6 Months Ended |
Jan. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan Of Business Operations | NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Primavera Capital Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 16, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on global consumer companies with a significant China presence or a compelling China potential. 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 January 26, 2021, the Company had not commenced any operations. All activity for the period from July 16, 2020 (inception) through January 26, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Primavera Capital Acquisition LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 5. Transaction costs amounted to $23,454,123, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $684,123 of other offering costs. In addition, on January 26, 2021 cash of $1,682,128 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Following the closing of the Initial Public Offering on January 26, 2021, an amount of $414,000,000 ($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”), and will be 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 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 from 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 (excluding the amount of any deferred underwriting discount held in 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 of 1940, as amended (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 anticipated to be $10.00 per Public Share), including 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 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 Sponsor has agreed to vote the Founder Shares it will receive (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 proposed 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 Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until January 26, 2023 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 per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. 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 the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act 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 Statement | 6 Months Ended |
Jan. 26, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement Of Previously Issued Financial Statement | Note 2 — Restatement of Previously Issued Financial Statement The Company concluded it should restate its previously issued balance sheet to classify all Class A ordinary shares subject to redemption in temporary equity and to classify its outstanding warrants and the FPA as liabilities. In accordance with ASC 480-10-S99, Additionally, the Company reevaluated the accounting treatment of (i) the 20,700,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its Initial Public Offering, (ii) the 10,280,000 Private Placement Warrants that were issued to the Sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (together with the Public Warrants, the “Warrants”) and (iii) the FPA. The Company previously classified the Warrants and the FPA in shareholders’ equity. In further consideration of the guidance in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”), the Company concluded that a provision in the warrant agreement and the Forward Purchase Agreement related to certain tender or exchange offers precludes the Warrants and the FPA from being accounted for as components of equity. As the Warrants and the FPA meet the definition of a derivative as contemplated in ASC 815, the Warrants and the FPA should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes in fair value recognized in income and losses. In accordance with FASB ASC Topic 340, “Other Assets and Deferred Costs,” as a result of the classification of the Warrants and the FPA as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. Additionally, costs that previously reduced equity, are now recorded as an offset to temporary equity. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed balance sheet that contained the error, reported in the Company’s Form 8-K The following tables summarize the effect of the restatement on each financial statement line item as of the date indicated: As Reported Adjustment As Restated Balance Sheet as of January 26, 2021 FPA liability $ — $ 3,752,168 $ 3,752,168 Warrant liabilities — 54,821,479 54,821,479 Total liabilities 14,861,451 58,573,647 73,435,098 Class A o 395,845,870 18,154,130 414,000,000 Class A ordinary shares, $0.0001 par value 182 (182 ) — Additional paid-in 5,003,590 (5,003,590 ) — Accumulated Deficit (5,000 ) (71,724,005 ) (71,729,005 ) Total shareholders’ equity (deficit) $ 5,000,007 $ (76,727,777 ) $ (71,727,770 ) Number of shares subject to redemption 39,584,587 1,815,413 41,400,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 26, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Management notes that the fair value of warrant liabilities and FPA liability is a significant estimate. Cash Held in Trust Account At January 26, 2021, the assets held in the Trust Account were held in cash. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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 January 26, 2021, the 41,400,000 Class A ordinary shares subject to possible redemption, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. At January 26, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (36,429,930 ) Class A ordinary shares issuance costs (21,362,080 ) Plus: Accretion of carrying value to redemption value 57,792,010 Class A ordinary shares subject to possible redemption $ 414,000,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company accounts for the Warrants and the FPA in accordance with the guidance contained in ASC 815-40, re-measurement Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. The portion of offering costs allocated to the public shares were charged to temporary equity upon the completion of the Initial Public Offering. As of January 26, 2021, offering costs amounted to $23,454,123, of which $21,362,080 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $2,092,043 were expensed to the statement of operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement 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 January 26, 2021, 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 the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. 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 accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants and the FPA (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 statement. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jan. 26, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half |
Private Placement
Private Placement | 6 Months Ended |
Jan. 26, 2021 | |
Private Placement [Abstract] | |
Private Placement | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,280,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). 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 |
Jan. 26, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On July 17, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 12,350,000 Class B ordinary shares (the “Founder Shares”) (after giving effect to a share recapitalization), initially held by an affiliate of the Sponsor. On August 24, 2020, the Sponsor transferred 215,625 Founder Shares to Chenling Zhang, the Company’s independent director, for an aggregate purchase price of $625. On September 21, 2020, the Company effected a share capitalization, pursuant to which an additional 2,000,000 Founder Shares were issued for no consideration, resulting in there being 10,625,000 Founder Shares outstanding. Following the share capitalization on September 21, 2020 and Ms. Zhang’s waiver of her right to receive shares under such capitalization, the Sponsor held an aggregate of 10,409,375 Founder Shares. All share and per-share as-converted The initial shareholder has agreed, subject to limited exceptions, not to transfer, assign or sell any of the 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 sub-divisions, 30-trading Administrative Support Agreement Commencing on January 21, 2021, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On July 17, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to an affiliate of the Sponsor, which was assigned to the Sponsor on August 24, 2020, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non 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 $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of January 26, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 26, 2021 | |
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 Director Compensation On August 24, 2020, the Company entered into a fee arrangement with Ms. Zhang pursuant to which, in consideration for her services as an independent director and her expertise to source and/or evaluate potential acquisition targets, the Company will pay Ms. Zhang a fee in the aggregate amount of $250,000, which is payable upon the closing of the Business Combination. Registration Rights Pursuant to a registration and shareholders rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants (and the Class A ordinary shares underlying such 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) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 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. Forward Purchase Agreement Certain accredited investors (the “anchor investors”) have entered into forward purchase agreements with the Company which provide for the purchase by the anchor investors of an aggregate of 8,000,000 Class A ordinary shares, plus an aggregate of 2,000,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $80,000,000, or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of a Business Combination. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-transaction company. These purchases will be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. The anchor investors will not have the ability to approve a Business Combination prior to the signing of a material definitive agreement and, if the Company seeks shareholder approval, have agreed to vote their Founder Shares and any Public Shares held by them in favor of a Business Combination. The forward purchase securities will be issued only in connection with the closing of a Business Combination. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 6 Months Ended |
Jan. 26, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity (Deficit) | N Preference Shares Class A Ordinary Shares possible redemption, which are recorded in temporary equity. 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 concurrently with or immediately following the consummation of a Business Combination on a one-for-one sub-divisions, one-for-one |
Warrants
Warrants | 6 Months Ended |
Jan. 26, 2021 | |
Warrants [Abstract] | |
Warrants | NOTE 9 — WARRANTS 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 with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 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. The Company will use its commercially reasonable efforts to cause the same to become effective 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading sub-divisions, 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 for share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, 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, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jan. 26, 2021 | |
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 following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at January 26, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level January 26, 2021 Liabilities: FPA liability 3 $ 3,752,168 Warrant Liability – Public Warrants 3 $ 36,429,930 Warrant Liability – Private Placement Warrants 3 $ 18,391,549 The Warrants and the FPA are accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The 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 Public Warrants were initially valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants are the expected volatility of the ordinary shares and the stock price. The liability for the FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net liability method utilized, the aggregate commitment of $80 million pursuant to the FPA is discounted to present value and compared to the fair value of the ordinary shares and warrants to be issued pursuant to the FPA. The fair value of the ordinary shares and warrants to be issued under the FPA is based on the public trading price of the Units issued in the Company’s Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the ordinary shares and warrants to be issued compared to the $80 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination, other than the restatement discussed in Note 2. T Private Public Warrants Total Warrant FPA liability Fair value as of July 16, 2020 (inception) $ — $ — $ — $ — Initial measurement on January 26, 2021 18,391,549 36,429,930 54,821,479 3,752,168 Fair value as of January 26, 2021 $ 18,391,549 $ 36,429,930 $ 54,821,479 $ 3,752,168 The following table presents the quantitative information regarding Level 3 fair value measurements: January 26, 2021 (Initial measurement) Unit price $ 10.90 Term to initial Business Combination (in years) 1.0 Volatility 10.0 % Risk-free rate 0.58 % Dividend yield 0.0 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 26, 2021 | |
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 statement was issued. Based upon this review, except mentioned above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statement, other than the restatement discussed in Note 2. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 26, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Management notes that the fair value of warrant liabilities and FPA liability is a significant estimate. |
Cash Held in Trust Account | Cash Held in Trust Account At January 26, 2021, the assets held in the Trust Account were held in cash. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. The portion of offering costs allocated to the public shares were charged to temporary equity upon the completion of the Initial Public Offering. As of January 26, 2021, offering costs amounted to $23,454,123, of which $21,362,080 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $2,092,043 were expensed to the statement of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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 January 26, 2021, the 41,400,000 Class A ordinary shares subject to possible redemption, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. At January 26, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (36,429,930 ) Class A ordinary shares issuance costs (21,362,080 ) Plus: Accretion of carrying value to redemption value 57,792,010 Class A ordinary shares subject to possible redemption $ 414,000,000 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company accounts for the Warrants and the FPA in accordance with the guidance contained in ASC 815-40, re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement 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 January 26, 2021, 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 the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
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 accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants and the FPA (see Note 10). |
Recent Adopted 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 statement. |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statement (Tables) | 6 Months Ended |
Jan. 26, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Impact Of Restatement Of Previously Issued Financial Statements | The following tables summarize the effect of the restatement on each financial statement line item as of the date indicated: As Reported Adjustment As Restated Balance Sheet as of January 26, 2021 FPA liability $ — $ 3,752,168 $ 3,752,168 Warrant liabilities — 54,821,479 54,821,479 Total liabilities 14,861,451 58,573,647 73,435,098 Class A o 395,845,870 18,154,130 414,000,000 Class A ordinary shares, $0.0001 par value 182 (182 ) — Additional paid-in 5,003,590 (5,003,590 ) — Accumulated Deficit (5,000 ) (71,724,005 ) (71,729,005 ) Total shareholders’ equity (deficit) $ 5,000,007 $ (76,727,777 ) $ (71,727,770 ) Number of shares subject to redemption 39,584,587 1,815,413 41,400,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 26, 2021 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Class A Common Stock | At January 26, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (36,429,930 ) Class A ordinary shares issuance costs (21,362,080 ) Plus: Accretion of carrying value to redemption value 57,792,010 Class A ordinary shares subject to possible redemption $ 414,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jan. 26, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at January 26, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level January 26, 2021 Liabilities: FPA liability 3 $ 3,752,168 Warrant Liability – Public Warrants 3 $ 36,429,930 Warrant Liability – Private Placement Warrants 3 $ 18,391,549 |
Summary Of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table presents the quantitative information regarding Level 3 fair value measurements: January 26, 2021 (Initial measurement) Unit price $ 10.90 Term to initial Business Combination (in years) 1.0 Volatility 10.0 % Risk-free rate 0.58 % Dividend yield 0.0 % |
Summary Of Changes In The Fair Value | T Private Public Warrants Total Warrant FPA liability Fair value as of July 16, 2020 (inception) $ — $ — $ — $ — Initial measurement on January 26, 2021 18,391,549 36,429,930 54,821,479 3,752,168 Fair value as of January 26, 2021 $ 18,391,549 $ 36,429,930 $ 54,821,479 $ 3,752,168 |
Organization and Plan Of Busi_2
Organization and Plan Of Business Operations - Additional Information (Detail) - USD ($) | Jan. 26, 2021 | Jan. 26, 2021 | Apr. 26, 2021 |
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during period shares new shares | 41,400,000 | ||
Payment made towards restricted investments | $ 414,000,000 | ||
Term Of Restricted Investments | 185 days | ||
Equity method investment ownership percentage | 50.00% | 50.00% | |
Networth needed post business combination | $ 5,000,001 | $ 5,000,001 | |
Estimated expenses payable on dissolution | $ 100,000 | 100,000 | |
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | ||
Cash | $ 1,682,128 | $ 1,682,128 | $ 1,682,128 |
Maximum | |||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Per share amount to be maintained in the trust account | $ 10 | $ 10 | |
Minimum | |||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting discount | 80.00% | 80.00% | |
Temporary equity redemption price per share | $ 10 | $ 10 | |
Per share amount to be maintained in the trust account | $ 10 | 10 | |
Private Placement Warrants | |||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Class of warrants or rights issue of warrants during the period | 10,280,000 | ||
Class of warrants or rights issue price per share | $ 1 | 1 | |
Proceeds from issuance of warrants | $ 10,280,000 | ||
Common Class A | |||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Proceeds from issuance of warrants | $ 36,429,930 | ||
Temporary equity redemption price per share | $ 10 | $ 10 | |
Percentage of the public shareholding eligible for transfer without restrictions | 15.00% | 15.00% | |
Percentage of the public shareholding to be redeemed in case the business combination is not consummated | 100.00% | 100.00% | |
IPO | |||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Adjustments to additional paid in capital stock issuance costs | $ 23,454,123 | ||
Underwriting fee | 8,280,000 | ||
Deferred underwriting fee | 14,490,000 | $ 14,490,000 | |
Other offering costs | $ 684,123 | ||
IPO | Common Class A | |||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during period shares new shares | 41,400,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offering | $ 414,000,000 | ||
Over-Allotment Option | Common Class A | |||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during period shares new shares | 5,400,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statement - Additional Information (Detail) | Jan. 26, 2021USD ($)shares |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Net worth needed post business combination | $ | $ 5,000,001 |
Public Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Class of warrants and rights oustanding | 20,700,000 |
Public Warrants [Member] | Revision of Prior Period, Adjustment [Member] | Derivative Financial Instruments, Liabilities [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Class of warrants and rights oustanding | 20,700,000 |
Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Class of warrants and rights oustanding | 10,280,000 |
Private Placement Warrants [Member] | Revision of Prior Period, Adjustment [Member] | Derivative Financial Instruments, Liabilities [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Class of warrants and rights oustanding | 10,280,000 |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statement - Schedule of Impact Of Restatement Of Previously Issued Financial Statements (Detail) | Jan. 26, 2021USD ($)shares |
Balance Sheet | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 414,000,000 |
FPA Liability | 3,752,168 |
Warrant liabilities | 54,821,479 |
Total liabilities | 73,435,098 |
Shareholders' equity | |
Additional paid-in-Capital | 0 |
Accumulated Deficit | (71,729,005) |
Total shareholders' equity (deficit) | (71,727,770) |
Class A ordinary shares [Member] | |
Shareholders' equity | |
Common stock value | $ 0 |
Number of shares subject to redemption | shares | 41,400,000 |
As Previously Reported | |
Balance Sheet | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 395,845,870 |
FPA Liability | 0 |
Warrant liabilities | 0 |
Total liabilities | 14,861,451 |
Shareholders' equity | |
Additional paid-in-Capital | 5,003,590 |
Accumulated Deficit | (5,000) |
Total shareholders' equity (deficit) | $ 5,000,007 |
Number of shares subject to redemption | shares | 39,584,587 |
As Previously Reported | Class A ordinary shares [Member] | |
Shareholders' equity | |
Common stock value | $ 182 |
Restatement Adjustment | |
Balance Sheet | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 18,154,130 |
FPA Liability | 3,752,168 |
Warrant liabilities | 54,821,479 |
Total liabilities | 58,573,647 |
Shareholders' equity | |
Additional paid-in-Capital | (5,003,590) |
Accumulated Deficit | (71,724,005) |
Total shareholders' equity (deficit) | $ (76,727,777) |
Number of shares subject to redemption | shares | 1,815,413 |
Restatement Adjustment | Class A ordinary shares [Member] | |
Shareholders' equity | |
Common stock value | $ (182) |
Restated [Member] | |
Balance Sheet | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 414,000,000 |
FPA Liability | 3,752,168 |
Warrant liabilities | 54,821,479 |
Total liabilities | 73,435,098 |
Shareholders' equity | |
Accumulated Deficit | (71,729,005) |
Total shareholders' equity (deficit) | $ (71,727,770) |
Number of shares subject to redemption | shares | 41,400,000 |
Restatement Of Previously Iss_5
Restatement Of Previously Issued Financial Statements - Schedule of Impact Of Restatement Of Previously Issued Financial Statement (Parenthetical) (Detail) | Jan. 26, 2021$ / shares |
Common Class A [Member] | |
Impact On The Balance Sheet On Account Of Restatement Made To The Previously Issued Financial Statements [Line Items] | |
Common stock par or stated value per share | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Reconciliation of Class A Common Stock (Detail) - Common Class A | Jan. 26, 2021USD ($) |
Accounting Policies [Line Items] | |
Gross proceeds | $ 414,000,000 |
Proceeds allocated to Public Warrants | (36,429,930) |
Class A ordinary shares issuance costs | (21,362,080) |
Accretion of carrying value to redemption value | 57,792,010 |
Class A ordinary shares subject to possible redemption | $ 414,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jan. 26, 2021USD ($)shares | |
Accounting Policies [Line Items] | |
Offering costs | $ 23,454,123 |
Offering costs charged to shareholders equity | 21,362,080 |
Transaction costs incurred in connection with Initial Public Offering | 2,092,043 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Tax provision | 0 |
Federal Depository Insurance Corporation coverage limit | $ 250,000 |
Common Class A | |
Accounting Policies [Line Items] | |
Temporary equity shares outstanding | shares | 41,400,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Jan. 26, 2021$ / sharesshares | Jan. 26, 2021$ / sharesshares |
Initial public offering [Line Items] | ||
Stock issued during period shares new shares | 41,400,000 | |
Stock conversion basis | one-for-one basis | |
Common Class A | ||
Initial public offering [Line Items] | ||
Stock conversion basis | Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant | |
Public Warrants | ||
Initial public offering [Line Items] | ||
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 | $ 11.50 |
Public Warrants | Common Class A | ||
Initial public offering [Line Items] | ||
Class of warrant or right number of securities called by each warrant or right | 1 | 1 |
Over-Allotment Option | Common Class A | ||
Initial public offering [Line Items] | ||
Stock issued during period shares new shares | 5,400,000 | |
Over-Allotment Option | Common Class A | Underwriters | ||
Initial public offering [Line Items] | ||
Stock issued during period shares new shares | 5,400,000 | |
IPO | Common Class A | ||
Initial public offering [Line Items] | ||
Stock issued during period shares new shares | 41,400,000 | |
Shares issued price per share | $ / shares | $ 10 | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants | 6 Months Ended |
Jan. 26, 2021USD ($)$ / sharesshares | |
Private Placement [Line Items] | |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
Common Class A | |
Private Placement [Line Items] | |
Class of warrant or right number of securities called by each warrant or right | shares | 1 |
IPO | Sponsor | |
Private Placement [Line Items] | |
Class of warrants or rights issued during period shares | shares | 10,280,000 |
Class of warrants or rights issued during period shares issue price per share | $ / shares | $ 1 |
Proceed from issuance in private placement | $ | $ 10,280,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 26, 2021 | Jan. 21, 2021 | Jan. 05, 2021 | Sep. 21, 2020 | Aug. 24, 2020 | Jul. 17, 2020 | Dec. 31, 2020 | Jan. 26, 2021 |
Stock issued during period shares | 41,400,000 | |||||||
Percentage of founder shares to the sum of issued and outstanding common stock | 20.00% | |||||||
Promissory Note, Due | $ 7,000 | $ 7,000 | ||||||
Working Capital Loans | ||||||||
Working capital loans, Convertible amount | $ 1,500,000 | $ 1,500,000 | ||||||
Working capital loans, Conversion price | $ 1 | $ 1 | ||||||
Working capital loans, Amounts outstanding | $ 0 | $ 0 | ||||||
Forward Purchase Agreement | ||||||||
Common stock subscribed but unissued | 8,000,000 | |||||||
Common Class A | Share Price Equals Or Exceeds Twelve USD | ||||||||
Share price | $ 12 | $ 12 | ||||||
Common Class A | Forward Purchase Agreement | ||||||||
Stock issued during period shares | 8,000,000 | |||||||
Share price | $ 10 | $ 10 | ||||||
Founder Shares | ||||||||
Founder shares lock in period number of trading days | 20 days | |||||||
Founder shares lock in period number of days | 30 days | |||||||
Founder shares lock in period threshold number of trading days | 150 days | |||||||
Share Capitalization | Founder Shares | ||||||||
Stock issued during period for services shares | 1,725,000 | 2,000,000 | ||||||
Stock issued during period shares | 1,725,000 | 2,000,000 | ||||||
Stock issued during period value | $ 0 | |||||||
Shares outstanding | 12,350,000 | 10,625,000 | ||||||
Over-Allotment Option | Common Class A | ||||||||
Stock issued during period shares | 5,400,000 | |||||||
Sponsor | Commercial Paper | ||||||||
Promissory Note, Face amount | $ 250,000 | |||||||
Promissory Note, Interest rate | 0.00% | |||||||
Promissory Note, Payment terms | payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. | |||||||
Promissory Note, Repayment | $ 191,819 | |||||||
Promissory Note, Due | $ 7,000 | $ 7,000 | ||||||
Sponsor | Forward Purchase Agreement | ||||||||
Stock issued during period shares | 2,000,000 | |||||||
Sponsor | Administrative Services Agreement | ||||||||
Related party transaction, Amounts of transaction | $ 10,000 | |||||||
Sponsor | Founder Shares | Common Class B | ||||||||
Stock issued during period for services value | $ 25,000 | |||||||
Stock issued during period for services shares | 12,350,000 | |||||||
Stock issued during period shares | 12,350,000 | |||||||
Sponsor | Share Capitalization | ||||||||
Shares outstanding | 11,014,375 | |||||||
Sponsor | Shares Subject To Forfeiture | Founder Shares | ||||||||
Shares outstanding | 1,350,000 | 1,350,000 | ||||||
Sponsor | After Share Capitalization And Ms Zhang Waiver | Founder Shares | ||||||||
Shares outstanding | 10,409,375 | |||||||
Sponsor | Over-Allotment Option | Shares Subject To Forfeiture | Founder Shares | ||||||||
Shares outstanding | 1,350,000,000 | |||||||
Sponsor | Other Independent Directors | Founder Shares | ||||||||
Stock issued during period price per share | $ 0.003 | |||||||
Stock issued during period shares | 40,000 | |||||||
Sponsor | Anchor Investors | Founder Shares | ||||||||
Stock issued during period value | $ 0 | |||||||
Stock issued during period shares | 1,000,000 | |||||||
Sponsor | Independent Director Chenling Zhang | Founder Shares | ||||||||
Stock issued during period for services shares | 215,625 | |||||||
Stock issued during period shares | 215,625 | |||||||
Stock issued during period value | $ 625 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jan. 26, 2021 | Aug. 24, 2020 | |
Commitments and Contingencies [Line Items] | ||
Deferred underwritering fee payable, per unit | $ 0.35 | |
Deferred underwritering fee payable | $ 14,490,000 | |
Stock issued during period shares | 41,400,000 | |
Forward Purchase Agreement | Redeemable Warrant | ||
Commitments and Contingencies [Line Items] | ||
Temporary Equity, Shares issued | 2,000,000 | |
Class of Warrant or Right, Exercise price of Warrants or Rights | $ 11.50 | |
Forward Purchase Agreement | Common Class A | ||
Commitments and Contingencies [Line Items] | ||
Stock issued during period shares | 8,000,000 | |
Class of Warrant or Right, Number of securities called by each Warrant or Right | 1 | |
Proceeds from issuance of private placement | $ 80,000,000 | |
Share price | $ 10 | |
Ms Zhang Director | ||
Commitments and Contingencies [Line Items] | ||
Director fee payable | $ 250,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Details) | 6 Months Ended |
Jan. 26, 2021$ / sharesshares | |
Preferred stock shares authorized | 1,000,000 |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common stock conversion basis | one-for-one basis |
Stock issued during period shares new shares | 41,400,000 |
Founder Shares | Forward Purchase Agreements | |
Stock issued during period shares new shares | 2,000,000 |
Common Class A | |
Common stock shares authorized | 400,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock voting rights | one |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Temporary equity shares outstanding | 41,400,000 |
Common stock conversion basis | Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant |
Percentage of common stock issuable upon conversion to the sum of common stock outstanding after such conversion | 20.00% |
Common Class A | Forward Purchase Agreements | |
Common stock subscribed but unissued | 8,000,000 |
Common Class B | |
Common stock shares authorized | 40,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock voting rights | one |
Common stock shares issued | 12,350,000 |
Common stock shares outstanding | 12,350,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended |
Jan. 26, 2021$ / sharesshares | |
Warrants [Line Items] | |
Threshold number of days after the closing of a business combination to file with the SEC | 15 days |
Effective day for registration statement to be issued after the closing of a business combination | 60 days |
Percentage of gross proceeds to equity proceeds | 60.00% |
Number of trading days determining class of warrants or rights exercise price | 20 days |
Common stock lock in period | 30 days |
Share Price Equals Or Exceeds Eighteen USD | Common Class A | |
Warrants [Line Items] | |
Share price | $ 18 |
Share Price Equals Or Exceeds Eighteen USD | Common Class A | Reference Value | |
Warrants [Line Items] | |
Share price | 18 |
Share Price Equals Or Exceeds Ten USD | Reference Value | |
Warrants [Line Items] | |
Share price | 10 |
Share Price Equals Or Exceeds Ten USD | Common Class A | |
Warrants [Line Items] | |
Share price | 10 |
Share Price Less Than Eighteen USD | Reference Value | |
Warrants [Line Items] | |
Share price | 18 |
Share Price Less Than Nine Point Two Zero USD | |
Warrants [Line Items] | |
Share price | $ 9.20 |
Class of warrant or right, exercise price adjustment percentage | 115.00% |
Share Price Below Nine Point Twenty USD | Common Class A | |
Warrants [Line Items] | |
Share price | $ 9.20 |
Share Price At Ten USD | |
Warrants [Line Items] | |
Class of warrant or right, exercise price adjustment percentage | 100.00% |
Share Price At Ten USD | Common Class A | Redemption Trigger Price | |
Warrants [Line Items] | |
Share price | $ 10 |
Share Price At Eighteen USD | |
Warrants [Line Items] | |
Class of warrant or right, exercise price adjustment percentage | 180.00% |
Share Price At Eighteen USD | Common Class A | Redemption Trigger Price | |
Warrants [Line Items] | |
Share price | $ 18 |
Warrant | |
Warrants [Line Items] | |
Class of warrant or right exercisable | shares | 0 |
Class of warrant or right, redemption price | $ 0.10 |
Class of warrant or right, minimum notice period for redemption. | 30 days |
Public Warrants | |
Warrants [Line Items] | |
Class of warrant or right, day from which warrants or rights becomes exercisable | 30 days |
Class of warrant or right, months from which warrants or rights becomes exercisable | 12 days |
Warrants outstanding term | 5 years |
Public Warrants | Fractional Shares | |
Warrants [Line Items] | |
Class of warrant or right, number of securities called by warrant or right | shares | 0 |
Public Warrants | Warrant | |
Warrants [Line Items] | |
Class of warrant or right, redemption price | $ 0.01 |
Class of warrant or right, minimum notice period for redemption. | 30 days |
Number of trading days determining class of warrant or rights redemption | 20 days |
Number of trading days period ending three business days determining class of warrant or rights redemption | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis (Detail) | Jan. 26, 2021USD ($) |
Liabilities: | |
Warrant Liability | $ 54,821,479 |
Fair Value, Recurring | Public Warrants | Level 3 | |
Liabilities: | |
Warrant Liability | 36,429,930 |
Fair Value, Recurring | Private Placement Warrants | Level 3 | |
Liabilities: | |
Warrant Liability | 18,391,549 |
Fair Value, Recurring | Forward Purchase Agreement [Member] | Level 3 | |
Liabilities: | |
FPA Liability | $ 3,752,168 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Forward Purchase Agreement Liability And Warrant Liabilities - Private Placement Warrants - Fair Value, Inputs, Level 3 | Jan. 26, 2021yr |
Unit price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 10.90 |
Term to initial Business Combination | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 1 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 10 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0.58 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jan. 26, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fixed commitment determining the fair value of the ordinary shares and warrants | $ 80 |
Forward Purchase Agreement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Commitment | $ 80 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Changes In The Fair Value (Detail) - Fair Value, Inputs, Level 3 | Jan. 26, 2021USD ($) |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on January 26, 2021 | $ 18,391,549 |
Fair value as of June 30, 2021 | 18,391,549 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on January 26, 2021 | 36,429,930 |
Fair value as of June 30, 2021 | 36,429,930 |
Warrant Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on January 26, 2021 | 54,821,479 |
Fair value as of June 30, 2021 | 54,821,479 |
FPA Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on January 26, 2021 | 3,752,168 |
Fair value as of June 30, 2021 | $ 3,752,168 |