Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-39576 | |
Entity Central Index Key | 0001820872 | |
Entity Registrant Name | APOLLO STRATEGIC GROWTH CAPITAL | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-0598290 | |
Entity Address, Address Line One | 9 West 57th Street, 43rd Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 515-3200 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.00005 par value, and one-third of one warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share,$0.00005 par value, and one-third of one warrant | |
Trading Symbol | APSG.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary share | |
Trading Symbol | APSG | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 81,681,000 | |
Warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units | |
Trading Symbol | APSG WS | |
Security Exchange Name | NYSE | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,420,250 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 598,768 | $ 257,872 |
Prepaid expenses | 815,359 | 1,125,255 |
Total current assets | 1,414,127 | 1,383,127 |
Investments held in Trust Account | 817,161,720 | 816,985,533 |
Total assets | 818,575,847 | 818,368,660 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,943,172 | 383,164 |
Advances from related party | 4,222 | 373,517 |
Note payable - Sponsor | 4,300,000 | 1,500,000 |
Total current liabilities | 8,247,394 | 2,256,681 |
Derivative warrant liabilities | 47,257,190 | 74,642,310 |
Deferred underwriting compensation | 28,588,350 | 28,588,350 |
Total liabilities | 84,092,934 | 105,487,341 |
Class A ordinary shares subject to possible redemption (72,948,291 and 70,788,131 shares at approximately $10.00 per share as of June 30, 2021 and December 31, 2020, respectively) | 729,482,910 | 707,881,310 |
Shareholders' equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 3,068,759 | 24,670,251 |
Retained earnings (accumulated deficit) | 1,929,786 | (19,671,808) |
Total shareholders' equity | 5,000,003 | 5,000,009 |
Total liabilities and shareholders' equity | 818,575,847 | 818,368,660 |
Class A Ordinary Shares | ||
Shareholders' equity: | ||
Ordinary shares | 437 | 545 |
Total shareholders' equity | 437 | 545 |
Class A Ordinary Shares Subject to Redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption (72,948,291 and 70,788,131 shares at approximately $10.00 per share as of June 30, 2021 and December 31, 2020, respectively) | 729,482,910 | 707,881,310 |
Class B Ordinary Shares | ||
Shareholders' equity: | ||
Ordinary shares | 1,021 | 1,021 |
Total shareholders' equity | $ 1,021 | $ 1,021 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 8,732,709 | 10,892,869 |
Common shares, shares outstanding | 8,732,709 | 10,892,869 |
Temporary equity, shares outstanding | 81,681,000 | 81,681,000 |
Class A Ordinary Shares Subject to Redemption | ||
Temporary equity, shares outstanding | 72,948,291 | 70,788,131 |
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Class B Ordinary Shares | ||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 |
Common shares, shares authorized | 60,000,000 | 60,000,000 |
Common shares, shares issued | 20,420,250 | 20,420,250 |
Common shares, shares outstanding | 20,420,250 | 20,420,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUE | $ 0 | $ 0 | $ 0 | $ 0 |
EXPENSES | ||||
Administrative fee - related party | 50,001 | 100,648 | ||
General and administrative | 1,265,454 | 5,857,621 | 1,854 | |
TOTAL EXPENSES | 1,315,455 | 5,958,269 | 1,854 | |
OTHER INCOME (EXPENSES) | ||||
Investment income from Trust Account | 34,669 | 176,186 | ||
Interest expense | (828) | (1,443) | ||
Change in fair value of derivative warrant liabilities | 2,600,062 | 27,385,120 | ||
TOTAL OTHER INCOME (EXPENSES) - NET | 2,633,903 | 27,559,863 | ||
Net income (loss) | $ 1,318,448 | $ 21,601,594 | $ (1,854) | |
Class A Ordinary Shares | ||||
OTHER INCOME (EXPENSES) | ||||
Weighted average shares outstanding, basic and diluted | 81,681,000 | 81,681,000 | ||
Basic and diluted net income (loss) per common share | $ 0 | $ 0 | ||
Class B Ordinary Shares | ||||
OTHER INCOME (EXPENSES) | ||||
Weighted average shares outstanding, basic and diluted | 20,420,250 | 18,750,000 | 20,420,250 | 18,750,000 |
Basic and diluted net income (loss) per common share | $ 0.06 | $ 0 | $ 1.05 | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Retained Earnings | Total |
Balance at the beginning at Dec. 31, 2019 | $ 1,021 | $ 30,881 | $ (30,048) | $ 1,854 | |
Balance at the beginning (in shares) at Dec. 31, 2019 | 21,562,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,854) | (1,854) | |||
Balance at the end at Jun. 30, 2020 | $ 1,021 | 30,881 | (31,902) | ||
Balance at the end (in shares) at Jun. 30, 2020 | 21,562,500 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 545 | $ 1,021 | 24,670,251 | (19,671,808) | 5,000,009 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 10,892,869 | 20,420,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in Class A ordinary shares subject to possible redemption | $ (108) | (21,601,492) | (21,601,600) | ||
Change in Class A ordinary shares subject to possible redemption (in shares) | (2,160,160) | ||||
Net income (loss) | 21,601,594 | 21,601,594 | |||
Balance at the end at Jun. 30, 2021 | $ 437 | $ 1,021 | $ 3,068,759 | $ 1,929,786 | $ 5,000,003 |
Balance at the end (in shares) at Jun. 30, 2021 | 8,732,709 | 20,420,250 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 21,601,594 | $ (1,854) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Investment income earned on investment held in Trust Account | $ (34,669) | (176,186) | |
Change in fair value of derivative warrant liabilities | (2,600,062) | (27,385,120) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 309,896 | (1,854) | |
Accounts payable and accrued expenses | 3,562,480 | ||
Net Cash Used In Operating Activities | (2,087,337) | ||
Cash Flows From Financing Activities: | |||
Proceeds from Sponsor note | 2,800,000 | ||
Repayment of advances from Sponsor | (371,767) | ||
Net Cash Provided By Financing Activities | 2,428,233 | ||
Net change in cash | 340,896 | ||
Cash at beginning of period | 257,872 | 0 | |
Cash at end of period | $ 598,768 | 598,768 | $ 0 |
Supplemental disclosure of non-cash financing activities: | |||
Change in value of Class A ordinary shares subject to possible redemption | $ 21,601,600 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination Securities Act JOBS Act At June 30, 2021, the Company had not commenced any operations. All activity for the period from October 10, 2008 through June 30, 2021 relates to the Company’s formation and the initial public offering (the “ Public Offering st Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 Units, $0.00005 par value at a price of $10 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At June 30, 2021, the proceeds of the Public Offering of $817,161,720 were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ ASC Distinguishing Liabilities from Equity Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of June 30, 2021, we had investments held in the Trust Account of $817,161,720 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000 of any dissolution expenses. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“ FASB “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, 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, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP 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 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 Securities Exchange Act of 1934, as amended (the “ Exchange Act Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering.” Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity. Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. Net Income (Loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At June 30, 2021 and December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic income (loss) per share for the period presented. The Company’s condensed statements of operations include a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. 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. Fair Value Measurement,” Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815 “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ ASU ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a results of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one redeemable warrant of the Company (each whole warrant, a “ Public Warrant |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings Founder Shares The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note 0.17% per annum and is payable on the earlier of March 31, 2021 or the closing date of the Public Offering. Upon the close of the Public Offering on October 6, 2020, the Note expired. On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $373,517 of offering costs and other expenses on behalf of the Company. As of June 30, 2021 and December 31, 2020, there was $4,222 and $373,517 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $50,001 and $100,647 for such expenses under the administrative services agreement for the three and six months ended June 30, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — 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 condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 shares of Class A ordinary shares and 60,000,000 shares of Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of June 30, 2021 and December 31, 2020, there were 81,681,000 Class A ordinary shares, including 72,948,291 and 70,788,131 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying condensed balance sheets. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of June 30, 2021 and December 31, 2020, there were 20,420,250 Class B ordinary shares issued and outstanding 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
WARRANTS | |
WARRANTS | NOTE 8 — WARRANTS As of June 30, 2021 and December 31, 2020, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public 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 an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best 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 Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may 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. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial 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. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as will be described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level June 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 817,161,720 $ 816,985,533 Liabilities: Warrant Liability – Private Placement Warrants 3 14,857,060 23,455,550 Warrant Liability – Public Warrants 1 32,400,130 51,186,760 Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), Class A ordinary shares (permanent equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both December 31, 2020 and June 30, 2021 the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. At June 30, 2021 and December 31, 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. At June 30, 2021 and December 31, 2020, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (8,598,490) Balance, June 30, 2021 $ 14,857,060 During the six months ended June 30, 2021, the fair value of the derivative feature of the Private Warrants was calculated using the following weighted average assumptions: June 30, 2021 Risk-free interest rate 0.98 % Expected life of grants 5.63 years Expected volatility of underlying stock 18.0 % Dividends 0 % Probability of Business Combination 90 % As of June 30, 2021 and December 31, 2020, the derivative warrant liability was $47,257,190 and $74,642,310, respectively. In addition, for the three and six months ended June 30, 2021, the Company recorded $2,600,062 and $27,385,120, respectively, as a gain on the change in fair value of the derivative warrant liabilities on the condensed statements of operations. Upon issuance of the Private Placement Warrants, the Company charge to additional paid in capital of $328,956 for the excess of proceeds received over fair value of Private Placement Warrant liabilities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required recognition or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP 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 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 Securities Exchange Act of 1934, as amended (the “ Exchange Act |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Offering Costs associated with a Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering.” |
Class A Ordinary shares subject to possible redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity. |
Income Taxes | Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. |
Net Income (Loss) per ordinary share | Net Income (Loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At June 30, 2021 and December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic income (loss) per share for the period presented. The Company’s condensed statements of operations include a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. |
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. Fair Value Measurement,” |
Warrant Instruments | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815 “ Derivatives and Hedging |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ ASU ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | Description Level June 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 817,161,720 $ 816,985,533 Liabilities: Warrant Liability – Private Placement Warrants 3 14,857,060 23,455,550 Warrant Liability – Public Warrants 1 32,400,130 51,186,760 |
Schedule of the changes in fair value, including net transfers in all financial assets and liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (8,598,490) Balance, June 30, 2021 $ 14,857,060 |
Schedule of the fair value of the derivative feature of the Private warrants | June 30, 2021 Risk-free interest rate 0.98 % Expected life of grants 5.63 years Expected volatility of underlying stock 18.0 % Dividends 0 % Probability of Business Combination 90 % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details) | Feb. 09, 2021shares | Nov. 10, 2020USD ($)$ / sharesshares | Oct. 06, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Investments held in Trust | $ 750,000,000 | ||||
Offering cost | 43,541,714 | ||||
Underwriting fees | 15,000,000 | ||||
Deferred underwriting fee payable | $ 26,250,000 | ||||
Other offering costs | $ 2,344,508 | ||||
Cash held outside the Trust Account | 598,768 | $ 257,872 | |||
Payments for investment of cash in Trust Account | $ 817,161,720 | ||||
Condition for future business combination use of proceeds percentage | 100 | ||||
Condition for future business combination threshold Percentage Ownership | 100 | ||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 80 | ||||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||||
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 27,227,000 | ||||
Sponsor | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | shares | 890,800 | 11,333,334 | |||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 81,681,000 | 75,000,000 | |||
Unit Par Value | $ / shares | $ 0.00005 | ||||
Unit Price | $ / shares | $ 10 | ||||
Proceeds from offering | $ 750,000,000 | ||||
Investments held in Trust | $ 800,877 | ||||
Proceeds from issuance initial public offering | $ 817,161,720 | ||||
Initial Public Offering | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 39,451,134 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | shares | 12,224,134 | ||||
Proceeds from sale of Private Placement Warrants | $ 18,336,200 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 6,681,000 | 9,000,000 | |||
Unit Price | $ / shares | $ 10 | ||||
Proceeds from offering | $ 66,810,000 | ||||
Offering cost | 3,674,550 | ||||
Deferred underwriting fee payable | $ 2,338,350 | ||||
Over-allotment option | Founder Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum shares subject to forfeiture | shares | 1,142,250 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Other offering costs | $ 2,344,508 | |
Public offering costs | 800,877 | |
Underwriter discount | 44,924,550 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Statutory tax rate (as a percent) | 0.00% | |
Class A common stock subject to possible redemption | $ 729,482,910 | $ 707,881,310 |
Federal Depository Insurance Corporation | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Feb. 09, 2021 | Nov. 10, 2020 | Oct. 06, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 27,227,000 | ||||
Purchase price, per unit | $ 0.01 | ||||
Class A Ordinary Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.00005 | $ 0.00005 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 81,681,000 | 75,000,000 | |||
Purchase price, per unit | $ 10 | ||||
Proceeds from issuance initial public offering | $ 817,161,720 | ||||
Number of shares in a unit | 6,681,000 | ||||
Initial Public Offering | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 39,451,134 | ||||
Number of warrants in a unit | 0.2 | ||||
Number of shares issuable per warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Initial Public Offering | Class A Ordinary Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance initial public offering | $ 816,810,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.00005 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 6,681,000 | 9,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrants - USD ($) | Nov. 10, 2020 | Oct. 06, 2020 | Jun. 30, 2021 |
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 12,224,134 | ||
Price of warrants | $ 1.50 | ||
Aggregate purchase price | $ 18,336,200 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) | Sep. 16, 2020shares | Sep. 30, 2020item$ / sharesshares | Oct. 31, 2008shares | Jun. 30, 2021$ / sharesshares | Feb. 28, 2021shares | Dec. 31, 2020$ / sharesshares | Nov. 10, 2020shares | Oct. 06, 2020shares | Aug. 06, 2020shares | Jun. 30, 2020shares | Dec. 31, 2019shares |
Private Placement Warrants | Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ / shares | $ 1.50 | ||||||||||
Number of warrants to purchase shares issued | 12,224,134 | ||||||||||
Class B Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares outstanding | 20,420,250 | 20,420,250 | |||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.00005 | $ 0.00005 | |||||||||
Surrendered founder shares | 20,420,250 | 20,420,250 | 21,562,500 | 21,562,500 | |||||||
Sponsor | Private Placement Warrants | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |||||||||
Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 1 | ||||||||||
Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares outstanding | 21,562,500 | ||||||||||
Number of independent directors | item | 3 | ||||||||||
Surrendered founder shares | 7,187,500 | ||||||||||
Holding of shares | 25,000 | ||||||||||
Purchase price, per unit | $ / shares | $ 0.00087 | ||||||||||
Recapitalization ratio | 1.33333 | ||||||||||
Founder Shares | Over-allotment option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum shares subject to forfeiture | 1,142,250 | ||||||||||
Founder Shares | Class B Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares outstanding | 75,000 | 28,750,000 | |||||||||
Purchase price, per unit | $ / shares | $ 65.25 | ||||||||||
Founder Shares | Sponsor | Class B Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares subject to forfeiture | 1,142,500 | ||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | Aug. 11, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 22, 2021 | Oct. 20, 2020 | Jun. 18, 2020 |
Related Party Transaction [Line Items] | |||||||
Repayment of promissory note - related party | $ 371,767 | ||||||
Due to Related Parties | $ 4,222 | 4,222 | $ 373,517 | ||||
Advances From Related Parties [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Offering costs and other expenses | $ 373,517 | ||||||
Administrative Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | 16,667 | ||||||
Expenses incurred | 50,001 | $ 100,647 | |||||
Threshold period for which expenses are paid | 27 months | ||||||
Sponsor | Note | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred | $ 750,000 | ||||||
Interest rate per annum | 0.17% | ||||||
Sponsor | October Note | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | ||||||
Outstanding balance of related party note | 1,500,000 | $ 1,500,000 | |||||
Principle amount of promissory note | $ 1,500,000 | ||||||
Interest rate per annum | 0.14% | ||||||
Sponsor | February Note | |||||||
Related Party Transaction [Line Items] | |||||||
Principle amount of promissory note | $ 800,000 | ||||||
Interest rate per annum | 0.12% | ||||||
Amount borrowed | $ 800,000 | ||||||
Outstanding balance | 800,000 | 800,000 | |||||
Sponsor | June Note | |||||||
Related Party Transaction [Line Items] | |||||||
Principle amount of promissory note | $ 2,000,000 | ||||||
Interest rate per annum | 0.13% | ||||||
Amount borrowed | $ 2,000,000 | ||||||
Outstanding balance | $ 2,000,000 | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 10, 2020 | Jun. 30, 2021 |
Loss Contingencies [Line Items] | ||
Underwriting cash discount per unit | $ 0.20 | |
Aggregate underwriter cash discount | $ 16,336,200 | |
Deferred fee per unit | $ 0.35 | |
Aggregate deferred underwriting fee payable | $ 28,588,350 | |
Over-allotment option | ||
Loss Contingencies [Line Items] | ||
Number of units issued | 6,681,000 | 9,000,000 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares par value | $ 0.00005 | $ 0.00005 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY - Ordinary
SHAREHOLDERS' EQUITY - Ordinary Stock Shares (Details) | 1 Months Ended | |||
Nov. 30, 2020shares | Sep. 30, 2020shares | Jun. 30, 2021Voteshares | Dec. 31, 2020shares | |
Class of Stock [Line Items] | ||||
Converted basis of ordinary shares outstanding | 20.00% | |||
Class A Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Increased ordinary shares authorized | 300,000,000 | |||
Common shares, votes per share | Vote | 1 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 81,681,000 | 81,681,000 | ||
Common shares, shares issued (in shares) | 8,732,709 | 10,892,869 | ||
Common shares, shares outstanding | 8,732,709 | 10,892,869 | ||
Class A Ordinary Shares Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 72,948,291 | 70,788,131 | ||
Class B Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Increased ordinary shares authorized | 60,000,000 | |||
Common shares, shares issued (in shares) | 20,420,250 | 20,420,250 | ||
Common shares, shares outstanding | 20,420,250 | 20,420,250 | ||
Common stock, shares subject to forfeiture (in shares) | 1,142,250 | |||
Common stock, shares subject to surrender (in shares) | 7,187,500 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | Feb. 09, 2021 | Oct. 06, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Warrants liabilities. | ||||
Warrants outstanding | 39,451,134 | 39,451,134 | ||
Weighted average trading days | 20 days | |||
Ordinary shares exercisable | $ 18 | |||
Public warrants expire | 30 days | |||
Warrant liabilities | $ 57,753,222 | |||
Minimum | ||||
Warrants liabilities. | ||||
Weighted average trading days | 30 days | |||
Initial Public Offering | ||||
Warrants liabilities. | ||||
Purchase price, per unit | $ 10 | |||
Units Issued During Period, Shares, New Issues | 81,681,000 | 75,000,000 | ||
Public Warrants | ||||
Warrants liabilities. | ||||
Warrants outstanding | 27,227,000 | 27,227,000 | ||
Purchase price, per unit | $ 0.01 | |||
Units Issued During Period, Shares, New Issues | 27,227,000 | |||
Public Warrants | Initial Public Offering | ||||
Warrants liabilities. | ||||
Units Issued During Period, Shares, New Issues | 39,451,134 | |||
Private Placement Warrants | ||||
Warrants liabilities. | ||||
Warrants outstanding | 12,224,134 | 12,224,134 | ||
Private Placement | ||||
Warrants liabilities. | ||||
Units Issued During Period, Shares, New Issues | 12,224,134 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities held in Trust Account | $ 817,161,720 | $ 816,985,533 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 47,257,190 | 74,642,310 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 817,161,720 | 816,985,533 |
Level 1 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 32,400,130 | 51,186,760 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 14,857,060 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 74,642,310 | |
Change in fair value of derivative warrant liabilities | $ 2,600,062 | 27,385,120 |
Ending Balance | 47,257,190 | 47,257,190 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 23,455,550 | |
Change in fair value of derivative warrant liabilities | (8,598,490) | |
Ending Balance | $ 14,857,060 | $ 14,857,060 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | $ 47,257,190 | $ 47,257,190 | $ 74,642,310 |
Change in fair value of derivative warrant liabilities | 2,600,062 | 27,385,120 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | $ 14,857,060 | 14,857,060 | $ 23,455,550 |
Change in fair value of derivative warrant liabilities | (8,598,490) | ||
Excess of proceeds received over fair value of private warrant liabilities charged to additional paid in capital | $ 328,956 | ||
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.98 | 0.98 | |
Expected life of grants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 5.63 | 5.63 | |
Expected volatility of underlying stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 18 | 18 | |
Dividends | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Probability of Business Combination | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 90 | 90 |