Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document and Entity Information | |
Document Type | S-4 |
Entity Registrant Name | APOLLO STRATEGIC GROWTH CAPITAL |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001820872 |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 871,517 | $ 257,872 |
Prepaid expenses | 657,555 | 1,125,255 |
Total current assets | 1,529,072 | 1,383,127 |
Investments held in Trust Account | 817,227,602 | 816,985,533 |
Total assets | 818,756,674 | 818,368,660 |
Current liabilities: | ||
Accounts payable and accrued offering costs | 6,563,787 | 383,164 |
Advances from related party | 4,222 | 373,517 |
Note payable - Sponsor | 5,800,000 | 1,500,000 |
Total current liabilities | 12,368,009 | 2,256,681 |
Derivative warrant liabilities | 32,170,529 | 74,642,310 |
Deferred underwriting compensation | 28,588,350 | 28,588,350 |
Total liabilities | 73,126,888 | 105,487,341 |
Commitments and contingencies (Note 7) | ||
Temporary Equity: | ||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of September 30, 2021 and December 31, 2020 | 816,810,000 | |
Shareholders' equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (71,181,235) | (103,929,702) |
Total stockholders' deficit | (71,180,214) | (103,928,681) |
Total liabilities and shareholders' equity | 818,756,674 | 818,368,660 |
Class A Ordinary Shares | ||
Temporary Equity: | ||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of September 30, 2021 and December 31, 2020 | 816,810,000 | |
Class A Ordinary Shares Subject to Redemption | ||
Temporary Equity: | ||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of September 30, 2021 and December 31, 2020 | 816,810,000 | 816,810,000 |
Class B Ordinary Shares | ||
Shareholders' equity: | ||
Ordinary shares | $ 1,021 | $ 1,021 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 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 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 81,681,000 | 81,681,000 |
Shares subject to possible redemption | 81,681,000 | |
Shares subject to possible redemption, redemption value per share | $ 10 | |
Class A Ordinary Shares Subject to Redemption | ||
Temporary equity, shares outstanding | 81,681,000 | 81,681,000 |
Shares subject to possible redemption | 81,681,000 | 81,681,000 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUE | $ 0 | $ 0 | $ 0 | $ 0 |
EXPENSES | ||||
Administrative fee - related party | 50,001 | 150,649 | ||
General and administrative | 3,954,132 | 10,000 | 9,811,753 | 11,854 |
TOTAL EXPENSES | 4,004,133 | 10,000 | 9,962,402 | 11,854 |
OTHER INCOME (EXPENSES) | ||||
Investment income from Trust Account | 65,883 | 242,069 | ||
Interest expense | (1,538) | (2,981) | ||
Change in fair value of derivative warrant liabilities | 15,086,661 | 42,471,781 | ||
TOTAL OTHER INCOME (EXPENSES) - NET | 15,151,006 | 42,710,869 | ||
Net income (loss) | $ 11,146,873 | $ (10,000) | $ 32,748,467 | $ (11,854) |
Class A Ordinary Shares | ||||
OTHER INCOME (EXPENSES) | ||||
Weighted average shares outstanding, basic | 81,681,000 | 81,681,000 | ||
Weighted average shares outstanding, diluted | 81,681,000 | 81,681,000 | ||
Basic net income (loss) per common share | $ 0.11 | $ 0.32 | ||
Diluted net income (loss) per common share | $ 0.11 | $ 0.32 | ||
Class B Ordinary Shares | ||||
OTHER INCOME (EXPENSES) | ||||
Weighted average shares outstanding, basic | 20,420,250 | 18,750,000 | 20,420,250 | 18,750,000 |
Weighted average shares outstanding, diluted | 20,420,250 | 18,750,000 | 20,420,250 | 18,750,000 |
Basic net income (loss) per common share | $ 0.11 | $ 0 | $ 0.32 | $ 0 |
Diluted net income (loss) per common share | $ 0.11 | $ 0 | $ 0.32 | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class B Ordinary SharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,078 | $ 27,117 | $ (28,195) | |
Balance at the beginning (in shares) at Dec. 31, 2018 | 21,562,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (1,853) | $ (1,853) | ||
Balance at the end at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 |
Balance at the end (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 Mar. 31, 2020 | $ 1,078 | 30,824 | (31,902) | |
Balance at the end (in shares) at Mar. 31, 2020 | 21,562,500 | |||
Balance at the beginning at Dec. 31, 2019 | $ 1,078 | 30,824 | (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) | (11,854) | |||
Balance at the end at Sep. 30, 2020 | $ 1,078 | 30,824 | (41,902) | (10,000) |
Balance at the end (in shares) at Sep. 30, 2020 | 21,562,500 | |||
Balance at the beginning at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 |
Balance at the beginning (in shares) at Dec. 31, 2019 | 21,562,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of 7,520,000 Private Placement Warrants | 328,959 | 328,959 | ||
Capital contributions | 800,877 | |||
Change in Class A ordinary shares subject to possible redemption | (359,840) | (84,257,894) | (84,617,734) | |
Net income (loss) | (19,641,760) | (19,641,760) | ||
Balance at the end at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the end (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Balance at the beginning at Mar. 31, 2020 | $ 1,078 | 30,824 | (31,902) | |
Balance at the beginning (in shares) at Mar. 31, 2020 | 21,562,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ 0 | 0 | 0 | 0 |
Balance at the end at Jun. 30, 2020 | $ 1,078 | 30,824 | (31,902) | |
Balance at the end (in shares) at Jun. 30, 2020 | 21,562,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (10,000) | (10,000) | ||
Balance at the end at Sep. 30, 2020 | $ 1,078 | $ 30,824 | (41,902) | (10,000) |
Balance at the end (in shares) at Sep. 30, 2020 | 21,562,500 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 20,283,146 | 20,283,146 | ||
Balance at the end at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | |
Balance at the end (in shares) at Mar. 31, 2021 | 20,420,250 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 21,601,594 | |||
Balance at the end at Jun. 30, 2021 | $ 1,021 | (82,328,108) | (82,327,087) | |
Balance at the end (in shares) at Jun. 30, 2021 | 20,420,250 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 32,748,467 | |||
Balance at the end at Sep. 30, 2021 | $ 1,021 | (71,181,235) | (71,180,214) | |
Balance at the end (in shares) at Sep. 30, 2021 | 20,420,250 | |||
Balance at the beginning at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 20,420,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 1,318,448 | 1,318,448 | ||
Balance at the end at Jun. 30, 2021 | $ 1,021 | (82,328,108) | (82,327,087) | |
Balance at the end (in shares) at Jun. 30, 2021 | 20,420,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 11,146,873 | 11,146,873 | ||
Balance at the end at Sep. 30, 2021 | $ 1,021 | $ (71,181,235) | $ (71,180,214) | |
Balance at the end (in shares) at Sep. 30, 2021 | 20,420,250 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 32,748,467 | $ (11,854) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Formation and offering cost paid by related parties | 10,000 | |
Investment income earned on investment held in Trust Account | (242,069) | |
Change in fair value of derivative warrant liabilities | (42,471,781) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 467,700 | 1,854 |
Accounts payable and accrued expenses | 6,183,095 | |
Net Cash Used In Operating Activities | (3,314,588) | |
Cash Flows From Financing Activities: | ||
Proceeds from Sponsor note | 4,300,000 | |
Repayment of advances from Sponsor | (371,767) | |
Net Cash Provided By Financing Activities | 3,928,233 | |
Net change in cash | 613,645 | |
Cash at beginning of period | 257,872 | 0 |
Cash at end of period | $ 871,517 | 0 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred offering costs included in accrued offering costs | 625,839 | |
Deferred offering costs paid by related party | $ 345,910 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from October 10, 2008 through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. 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 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 September 30, 2021, the proceeds of the Public Offering 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”) 480, “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 September 30, 2021, we had investments held in the Trust Account of $817,227,602 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. As of September 30, 2021, we do not have sufficient liquidity to meet our future obligations. As of September 30, 2021, we had a working capital deficit of approximately $10.8 million, current liabilities of $12.4 million and had cash of approximately $872,000. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU 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. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has followed ASC 480, “Distinguishing Liabilities from Equity,” in accounting for the redeemable Class A ordinary shares. This included recording the redeemable Class A ordinary shares in temporary equity on the balance sheet. However, the Company maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Class A ordinary shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In September 2021, the Company's management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Q3 Form 10-Q, the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also revised its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares. On November 23, 2021, the Company’s management and the Audit Committee concluded that the Company’s previously issued financial statements for the Affected Periods, in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods in a Form 10-K/A for the Post-IPO Balance Sheet and the Company's audited financial statements included in the 2020 Form 10-K/A and in a Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021. Impact of the Restatement The following tables summarize the effect of the restatement on each of the line items in the financial statements as of the dates and for the periods, indicated: As Previously Reported Adjustment As restated Balance sheet as of March 31, 2021 Total assets $ 818,433,672 $ — $ 818,433,672 Total liabilities $ 85,269,207 $ — $ 85,269,207 Class A ordinary shares subject to redemption $ 728,164,460 $ 88,645,540 $ 816,810,000 Shareholders' equity (deficit) Class A ordinary shares 443 (443) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 4,387,203 (4,387,203) — Retained earnings (accumulated deficit) 611,338 (84,257,894) (83,646,556) Total shareholders' equity (deficit) $ 5,000,005 $ (88,645,540) $ (83,645,535) Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) $ 818,433,672 $ — $ 818,433,672 As Previously Statement of Operations – Three Months ended March 31, 2021 Reported Adjustments As restated Net income $ 20,283,146 — $ 20,283,146 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.20 $ 0.20 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.99 $ (0.79) $ 0.20 As Previously Reported Adjustment As restated Balance sheet June 30, 2021 Total assets $ 818,575,847 $ — $ 818,575,847 Total liabilities $ 84,092,934 $ — $ 84,092,934 Class A ordinary shares subject to redemption $ 729,482,910 $ 87,327,090 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 437 (437) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 3,068,759 (3,068,759) — Retained earnings (accumulated deficit) 1,929,786 (84,257,894) (82,328,108) Total shareholders’ equity (deficit) $ 5,000,003 $ (87,327,090) $ (82,327,087) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 818,575,847 $ — $ 818,575,847 As Previously Statement of Operations – Three Months ended June 30, 2021 Reported Adjustments As restated Net income $ 1,318,448 — $ 1,318,448 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.01 $ 0.01 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.06 $ (0.05) $ 0.01 As Previously Statement of Operations – Six Months ended June 30, 2021 Reported Adjustments As restated Net income $ 21,601,594 — $ 21,601,594 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.21 $ 0.21 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 1.05 $ (0.84) $ 0.21 | 2. Restatement of Previously Issued Financial Statements The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively with the Public Warrants, the “ Warrants Warrant Agreement tender offer provision On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued the Staff Statement. Specifically, the Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement. In consideration of the Staff Statement, the Company’s management further evaluated the Warrants under ASC Subtopic 815-40, “ Contracts in Entity’s Own Equity”. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of October 6, 2020 and December 31, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in fair value from the prior period in the Company’s operating results for the current period. The Company has followed ASC 480 in accounting for its Public Shares. This included recording the Public Shares in permanent equity on its balance sheet. However, the Company maintained shareholders’ equity of at least In September 2021, the Company’s management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Company’s Q3 Form 10-Q, the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also revised its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares. On November 23, 2021, the Company’s management and the Audit Committee concluded that the Company’s previously issued financial statements for the Affected Periods, in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods herein for the Post-IPO Balance Sheet and the Company’s audited financial statements included in the First Amended Filing and in a Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021. Impact of the Restatement The change in the carrying value of the redeemable shares of Class A ordinary shares subject to possible redemption in the Post-IPO Balance Sheet resulted in a decrease of approximately $7.2 million in additional paid-in capital and an increase of approximately $144.4 million to accumulated deficit, as well as a reclassification of 15,155,185 Class A ordinary shares from permanent equity to temporary equity as presented below. As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet as of October 6, 2020 Total assets $ 751,199,121 $ — $ 751,199,121 Total liabilities $ 80,940,965 $ — $ 80,940,965 Class A ordinary shares subject to redemption 665,258,150 $ 151,551,850 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 424 $ (424) $ — Class B ordinary shares 1,078 $ — $ 1,078 Additional paid-in capital 7,192,687 $ (7,192,687) $ — Accumulated deficit (2,194,183) $ (144,358,739) $ (146,552,922) Total shareholders’ equity (deficit) $ 5,000,006 $ (151,551,850) $ (146,551,844) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 751,199,121 $ — $ 751,199,121 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet December 31, 2020 Total assets $ 818,368,660 $ — $ 818,368,660 Total liabilities $ 105,487,341 $ — $ 105,487,341 Class A ordinary shares subject to redemption 707,881,310 $ 108,928,690 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 545 (545) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 24,670,251 (24,670,251) — Accumulated deficit (19,671,808) (84,257,894) (103,929,702) Total shareholders’ equity (deficit) $ 5,000,009 $ (108,928,690) $ (103,928,681) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 818,368,660 $ — $ 818,368,660 As Reported As Previously Restated in the As Statement of Operations as of December 31, 2020 First Amended Filing Adjustments Restated Net loss (19,641,760) — (19,641,760) Basic and diluted weighted average shares outstanding, Class A ordinary shares 78,961,988 (60,133,462) 18,828,526 Basic and diluted net income (loss) per share of Class A ordinary shares $ 0.00 $ (0.52) $ (0.52) Weighted average number of shares of shares outstanding, Class A ordinary shares 18,983,377 — 18,983,377 Basic and diluted net loss per share of Class B ordinary shares $ (1.04) $ 0.52 $ (0.52) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — 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 Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Income Taxes ASC 740, “ Income Taxes 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 The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 8,917,498 $ 2,229,375 $ — $ (10,000) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 26,198,774 $ 6,549,693 $ — $ (11,854) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.32 $ 0.32 $ — $ (0.00) 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 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 ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. 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. | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act JOBS Act 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 (“ Exchange Act company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 periods. Actual results could differ from those estimates. One of the more significant accounting estimates included in these 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 coverage 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering.” Income Taxes FASB ASC 740, “Income Taxes” 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 financial statements. 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, “ Distinguishing Liabilities from Equity. ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. The Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Year Ended Year Ended December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (9,780,661) $ (9,861,099) $ — $ (1,853) Denominator: Basic and diluted weighted average shares outstanding 18,828,526 18,983,377 — 18,750,000 Basic and diluted net loss per ordinary share $ (0.52) $ (0.52) $ — $ (0.00) 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 Initial Public Offering and Private Placement in accordance with the guidance contained in FASB 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. 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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4 — 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 result 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 Public Warrant |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5 — 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTIES | ||
RELATED PARTIES | NOTE 6 — 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 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 On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September 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 September 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 $150,649 for such expenses under the administrative services agreement for the three and nine months ended September 30, 2021. | 5. Related Party Transactions 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. Private Placement Concurrently with the closing of the Public Offering, the Sponsor purchased an aggregate of 11,333,334 Warrants (the “ Private Placement Warrants whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A ordinary shares at a price of $11.50 per share. In addition, concurrently with the closing of the sale of the Over-Allotment Units, the Company consummated the private sale of an additional 890,800 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $1,336,200. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, 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 expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. 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 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 On October 20, 2020, the Sponsor executed the October Note to loan the Company an aggregate principal amount of $1,500,000. The October Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On October 20, 2020, the Company borrowed $1,500,000 pursuant to the October Note. As of December 31, 2020, the outstanding balance on the October Note was $1,500,000. On February 22, 2021, the Sponsor executed the February Note to loan the Company an aggregate principal amount of $800,000. The February Note bears interest at a rate of 0.12% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On February 22, 2021, the Company borrowed $800,000 pursuant to the February 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 December 31, 2020 and 2019, there was $373,517 and $0 due to the related parties, respectively. Administrative Services Agreement 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 $46,669 for such expenses under the administrative services agreement for the year ended December 31, 2020. As of December 31, 2020, the outstanding fees of $46,669 were in accounts payable and accrued expenses on the balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these 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 Initial Public Offering. | 6. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Public Offering. 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 We paid a total of $15,000,000 in underwriting discounts and commissions and $800,880 for other costs and expenses related to the Initial Public Offering. In addition, we paid $1,336,200 in underwriting discounts pursuant to the underwriters' partial exercise of their over-allotment option. The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $26,250,000, to the underwriters of the Public Offering upon the completion of an Initial Business Combination. On November 10, 2020, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters' partial exercise of their over-allotment option resulting in an additional $2,338,350 due to the underwriters. 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 an Initial Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY | ||
SHAREHOLDERS' EQUITY | NOTE 8 — 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 September 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 Class A ordinary shares and 60,000,000 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 September 30, 2021 and December 31, 2020, there were 81,681,000 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 September 30, 2021 and December 31, 2020, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 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. | 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 December 31, 2020 and 2019, 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 December 31, 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying 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 business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). As of December 31, 2020, there were 20,420,250 Class B |
WARRANTS
WARRANTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
WARRANTS | ||
WARRANTS | NOTE 9 — WARRANTS As of September 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. | 8.Warrants As of December 31, 2020, there were 39,451,134 warrants outstanding (12,224,134 Private 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 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; ● 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; and ● 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 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 The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Proposed 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 for the Public Warrants and a modified Black Scholes model for the Private 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 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, “ Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 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 September 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 817,227,602 $ 816,985,533 Liabilities: Warrant Liability – Private Placement Warrants 3 9,980,524 23,455,550 Warrant Liability – Public Warrants 1 22,190,005 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 September 30, 2021 and December 31, 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both September 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. As of both September 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 three and nine months ended September 30, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, June 30, 2021 $ 14,857,060 Change in fair value of derivative liabilities (4,876,536) Balance, September 30, 2021 $ 9,980,524 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (13,475,026) Balance, September 30, 2021 $ 9,980,524 As of September 30, 2021, the fair value of the derivative feature of the Private Warrants was calculated using the following weighted average assumptions: September 30, 2021 December 31, 2020 Risk-free interest rate 1.07 % 0.49 % Expected life of grants 5.51 years 5.9 years Expected volatility of underlying shares 13.8 % 10.0 – 30.0 % Dividends 0.0 % 0 % Probability of Business Combination 90 % 90 % As of September 30, 2021 and December 31, 2020, the derivative warrant liability was $32,170,529 and $74,642,310, respectively. In addition, for the three and nine months ended September 30, 2021, the Company recorded $15,086,661 and $42,471,781, respectively, as a gain on the change in fair value of the derivative warrant liabilities on the condensed statements of operations. The Company charged $328,956 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities. | 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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Level December 31, 2020 December 31, 2019 Description Assets: $ — $ — Marketable securities held in Trust Account 1 816,985,533 — Liabilities: Warrant Liability – Private Placement Warrants 3 23,455,550 — Warrant Liability – Public Warrants 1 51,186,760 — The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. 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 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 At December 31, 2020, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Warrants. Since the Public Warrants are publicly traded as of the December 31, 2020, the Company relied upon the implied volatility of the Public Warrants and the closing stock price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. At December 31, 2020, the Private 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 year ended December 31, 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 $ 23,455,550 The fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions: October 6, 2020 December 31, 2020 Risk-free interest rate 0.43 % 0.49 % Expected life of grants 6 years 5.9 years Expected volatility of underlying shares 10 – 30 % 10 – 30 % Dividends 0 % 0 % As of December 31, 2020 and 2019, the derivative liability was $74,642,310 and $0, respectively. In addition, for the year ended December 31, 2020, the Company recorded $16,889,088 as a loss on the change in fair value of the derivative warrants on the statements of operations. Upon issuance of the Private Warrants, the Company charge to additional paid in capital of $328,956 for the excess of proceeds received over fair value of private warrant liabilities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 11 — 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 subsequent events that would have required recognition or disclosure in the condensed financial statements. | 10. Subsequent Events Management has evaluated subsequent events and transactions that occurred through the date the financial statements were available to be issued. Other than as noted above, management did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act JOBS Act 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 (“ Exchange Act company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 periods. Actual results could differ from those estimates. One of the more significant accounting estimates included in these 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. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. 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 | 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 | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering.” |
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, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | 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, “ Distinguishing Liabilities from Equity. ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. The Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Income Taxes | Income Taxes ASC 740, “ Income Taxes 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. | Income Taxes FASB ASC 740, “Income Taxes” 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 financial statements. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 8,917,498 $ 2,229,375 $ — $ (10,000) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 26,198,774 $ 6,549,693 $ — $ (11,854) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.32 $ 0.32 $ — $ (0.00) | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Year Ended Year Ended December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (9,780,661) $ (9,861,099) $ — $ (1,853) Denominator: Basic and diluted weighted average shares outstanding 18,828,526 18,983,377 — 18,750,000 Basic and diluted net loss per ordinary share $ (0.52) $ (0.52) $ — $ (0.00) |
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 815, “ Derivatives and Hedging Fair Value Measurement | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging 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 | Warrant Instruments The Company accounts for the warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB 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. | 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. 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 ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. 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. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
REVISION OF PREVIOUSLY ISSUED F
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Summary of impact on previously issued financial statements | As Previously Reported Adjustment As restated Balance sheet as of March 31, 2021 Total assets $ 818,433,672 $ — $ 818,433,672 Total liabilities $ 85,269,207 $ — $ 85,269,207 Class A ordinary shares subject to redemption $ 728,164,460 $ 88,645,540 $ 816,810,000 Shareholders' equity (deficit) Class A ordinary shares 443 (443) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 4,387,203 (4,387,203) — Retained earnings (accumulated deficit) 611,338 (84,257,894) (83,646,556) Total shareholders' equity (deficit) $ 5,000,005 $ (88,645,540) $ (83,645,535) Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) $ 818,433,672 $ — $ 818,433,672 As Previously Statement of Operations – Three Months ended March 31, 2021 Reported Adjustments As restated Net income $ 20,283,146 — $ 20,283,146 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.20 $ 0.20 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.99 $ (0.79) $ 0.20 As Previously Reported Adjustment As restated Balance sheet June 30, 2021 Total assets $ 818,575,847 $ — $ 818,575,847 Total liabilities $ 84,092,934 $ — $ 84,092,934 Class A ordinary shares subject to redemption $ 729,482,910 $ 87,327,090 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 437 (437) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 3,068,759 (3,068,759) — Retained earnings (accumulated deficit) 1,929,786 (84,257,894) (82,328,108) Total shareholders’ equity (deficit) $ 5,000,003 $ (87,327,090) $ (82,327,087) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 818,575,847 $ — $ 818,575,847 As Previously Statement of Operations – Three Months ended June 30, 2021 Reported Adjustments As restated Net income $ 1,318,448 — $ 1,318,448 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.01 $ 0.01 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.06 $ (0.05) $ 0.01 As Previously Statement of Operations – Six Months ended June 30, 2021 Reported Adjustments As restated Net income $ 21,601,594 — $ 21,601,594 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.21 $ 0.21 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 1.05 $ (0.84) $ 0.21 | As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet as of October 6, 2020 Total assets $ 751,199,121 $ — $ 751,199,121 Total liabilities $ 80,940,965 $ — $ 80,940,965 Class A ordinary shares subject to redemption 665,258,150 $ 151,551,850 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 424 $ (424) $ — Class B ordinary shares 1,078 $ — $ 1,078 Additional paid-in capital 7,192,687 $ (7,192,687) $ — Accumulated deficit (2,194,183) $ (144,358,739) $ (146,552,922) Total shareholders’ equity (deficit) $ 5,000,006 $ (151,551,850) $ (146,551,844) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 751,199,121 $ — $ 751,199,121 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet December 31, 2020 Total assets $ 818,368,660 $ — $ 818,368,660 Total liabilities $ 105,487,341 $ — $ 105,487,341 Class A ordinary shares subject to redemption 707,881,310 $ 108,928,690 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 545 (545) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 24,670,251 (24,670,251) — Accumulated deficit (19,671,808) (84,257,894) (103,929,702) Total shareholders’ equity (deficit) $ 5,000,009 $ (108,928,690) $ (103,928,681) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 818,368,660 $ — $ 818,368,660 As Reported As Previously Restated in the As Statement of Operations as of December 31, 2020 First Amended Filing Adjustments Restated Net loss (19,641,760) — (19,641,760) Basic and diluted weighted average shares outstanding, Class A ordinary shares 78,961,988 (60,133,462) 18,828,526 Basic and diluted net income (loss) per share of Class A ordinary shares $ 0.00 $ (0.52) $ (0.52) Weighted average number of shares of shares outstanding, Class A ordinary shares 18,983,377 — 18,983,377 Basic and diluted net loss per share of Class B ordinary shares $ (1.04) $ 0.52 $ (0.52) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of Class A ordinary shares reflected in the condensed balance sheets | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Schedule of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 8,917,498 $ 2,229,375 $ — $ (10,000) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 26,198,774 $ 6,549,693 $ — $ (11,854) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.32 $ 0.32 $ — $ (0.00) | Year Ended Year Ended December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (9,780,661) $ (9,861,099) $ — $ (1,853) Denominator: Basic and diluted weighted average shares outstanding 18,828,526 18,983,377 — 18,750,000 Basic and diluted net loss per ordinary share $ (0.52) $ (0.52) $ — $ (0.00) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | Description Level September 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 817,227,602 $ 816,985,533 Liabilities: Warrant Liability – Private Placement Warrants 3 9,980,524 23,455,550 Warrant Liability – Public Warrants 1 22,190,005 51,186,760 | Level December 31, 2020 December 31, 2019 Description Assets: $ — $ — Marketable securities held in Trust Account 1 816,985,533 — Liabilities: Warrant Liability – Private Placement Warrants 3 23,455,550 — Warrant Liability – Public Warrants 1 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, June 30, 2021 $ 14,857,060 Change in fair value of derivative liabilities (4,876,536) Balance, September 30, 2021 $ 9,980,524 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (13,475,026) Balance, September 30, 2021 $ 9,980,524 | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 $ 23,455,550 |
Schedule of the fair value of the derivative feature of the Private warrants | September 30, 2021 December 31, 2020 Risk-free interest rate 1.07 % 0.49 % Expected life of grants 5.51 years 5.9 years Expected volatility of underlying shares 13.8 % 10.0 – 30.0 % Dividends 0.0 % 0 % Probability of Business Combination 90 % 90 % | October 6, 2020 December 31, 2020 Risk-free interest rate 0.43 % 0.49 % Expected life of grants 6 years 5.9 years Expected volatility of underlying shares 10 – 30 % 10 – 30 % Dividends 0 % 0 % |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | Feb. 09, 2021shares | Nov. 10, 2020USD ($)$ / sharesshares | Oct. 06, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Dshares | Dec. 31, 2020USD ($)Dshares |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 39,451,134 | ||||
Investments held in Trust | $ 750,000,000 | $ 816,985,533 | |||
Maturity term of U.S. government securities | 180 days | 180 days | |||
Offering cost | $ 800,880 | ||||
Proceeds from issuance initial public offering | 816,810,000 | ||||
Transaction Costs | 41,389,428 | ||||
Underwriting fees | 15,000,000 | ||||
Deferred underwriting commissions | 28,588,350 | ||||
Deferred underwriting fee payable | $ 26,250,000 | ||||
Other offering costs | $ 2,344,508 | ||||
Cash held outside the Trust Account | 871,517 | $ 257,872 | |||
Deferred Costs | $ 2,338,350 | ||||
Payments for investment of cash in Trust Account | $ 817,227,602 | ||||
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 | ||||
Threshold number of days to sell their public shares in a tender offer | D | 2 | 2 | |||
Threshold business days for redemption of public shares | D | 10 | ||||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | |||
Working capital deficit | 10,800,000 | ||||
Current liabilities | 12,368,009 | $ 2,256,681 | |||
Cash | $ 872,000 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 12,224,134 | ||||
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 27,227,000 | 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 | 750,000,000 | ||||
Offering cost | 43,541,714 | ||||
Deferred underwriting commissions | 26,250,000 | ||||
Other offering costs | $ 139,428 | ||||
Threshold business days for redemption of public shares | 10 | ||||
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 | ||||
Private Placement | Sponsor | |||||
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 | |||
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 commissions | 2,338,350 | ||||
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 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 06, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Minimum stockholders' equity | $ 5,000,001 | $ 5,000,001 | ||||||||||
Minimum net tangible assets | 5,000,001 | 5,000,001 | ||||||||||
Balance sheet | ||||||||||||
Total assets | 818,756,674 | $ 818,575,847 | $ 818,433,672 | $ 818,575,847 | 818,756,674 | $ 818,368,660 | $ 1,854 | $ 751,199,121 | ||||
Total liabilities | 73,126,888 | 84,092,934 | 85,269,207 | 84,092,934 | 73,126,888 | 105,487,341 | 80,940,965 | |||||
Class A ordinary shares subject to redemption | 816,810,000 | 816,810,000 | 816,810,000 | 816,810,000 | 816,810,000 | |||||||
Shareholders' equity (deficit) | ||||||||||||
Additional paid in capital | 30,881 | |||||||||||
Retained earnings (accumulated deficit) | (71,181,235) | (82,328,108) | (83,646,556) | (82,328,108) | (71,181,235) | (103,929,702) | (30,048) | (146,552,922) | ||||
Total stockholders' deficit | (71,180,214) | (82,327,087) | (83,645,535) | $ (10,000) | (82,327,087) | (71,180,214) | $ (10,000) | (103,928,681) | 1,854 | (146,551,844) | ||
Total liabilities and shareholders' equity | 818,756,674 | 818,575,847 | 818,433,672 | 818,575,847 | 818,756,674 | 818,368,660 | 1,854 | |||||
Statement of Operations | ||||||||||||
Net income | 11,146,873 | 1,318,448 | 20,283,146 | $ (10,000) | $ 0 | $ (1,854) | 21,601,594 | 32,748,467 | $ (11,854) | (19,641,760) | (1,853) | |
As previously reported | ||||||||||||
Balance sheet | ||||||||||||
Total assets | 818,575,847 | 818,433,672 | 818,575,847 | 818,368,660 | 751,199,121 | |||||||
Total liabilities | 84,092,934 | 85,269,207 | 84,092,934 | 105,487,341 | 80,940,965 | |||||||
Class A ordinary shares subject to redemption | 729,482,910 | 728,164,460 | 729,482,910 | 665,258,150 | ||||||||
Shareholders' equity (deficit) | ||||||||||||
Additional paid in capital | 3,068,759 | 4,387,203 | 3,068,759 | |||||||||
Retained earnings (accumulated deficit) | 1,929,786 | 611,338 | 1,929,786 | (19,671,808) | (2,194,183) | |||||||
Total stockholders' deficit | 5,000,003 | 5,000,005 | 5,000,003 | 5,000,009 | 5,000,006 | |||||||
Total liabilities and shareholders' equity | 818,575,847 | 818,433,672 | 818,575,847 | |||||||||
Statement of Operations | ||||||||||||
Net income | 1,318,448 | 20,283,146 | 21,601,594 | (19,641,760) | ||||||||
Adjustments | ||||||||||||
Balance sheet | ||||||||||||
Class A ordinary shares subject to redemption | 87,327,090 | 88,645,540 | 87,327,090 | 151,551,850 | ||||||||
Shareholders' equity (deficit) | ||||||||||||
Additional paid in capital | (3,068,759) | (4,387,203) | (3,068,759) | |||||||||
Retained earnings (accumulated deficit) | (84,257,894) | (84,257,894) | (84,257,894) | (84,257,894) | (144,358,739) | |||||||
Total stockholders' deficit | $ (87,327,090) | $ (88,645,540) | $ (87,327,090) | (108,928,690) | (151,551,850) | |||||||
Class A Ordinary Shares | ||||||||||||
Balance sheet | ||||||||||||
Class A ordinary shares subject to redemption | $ 816,810,000 | $ 816,810,000 | ||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding, basic | 81,681,000 | 81,681,000 | 81,681,000 | 81,681,000 | ||||||||
Weighted average shares outstanding, diluted | 81,681,000 | 81,681,000 | 81,681,000 | 81,681,000 | ||||||||
Basic net income (loss) per common share | $ 0.11 | $ 0.01 | $ 0.20 | $ 0.21 | $ 0.32 | |||||||
Diluted net income (loss) per common share | $ 0.11 | $ 0.01 | $ 0.20 | $ 0.21 | $ 0.32 | |||||||
Class A Ordinary Shares | As previously reported | ||||||||||||
Shareholders' equity (deficit) | ||||||||||||
Common stock | $ 437 | $ 443 | $ 437 | 545 | 424 | |||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding, basic | 81,681,000 | 81,681,000 | 81,681,000 | |||||||||
Weighted average shares outstanding, diluted | 81,681,000 | 81,681,000 | 81,681,000 | |||||||||
Basic net income (loss) per common share | $ 0 | $ 0 | $ 0 | |||||||||
Diluted net income (loss) per common share | $ 0 | $ 0 | $ 0 | |||||||||
Class A Ordinary Shares | Adjustments | ||||||||||||
Shareholders' equity (deficit) | ||||||||||||
Common stock | $ (437) | $ (443) | $ (437) | (545) | (424) | |||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding, basic | 81,681,000 | |||||||||||
Weighted average shares outstanding, diluted | 81,681,000 | |||||||||||
Basic net income (loss) per common share | $ 0.01 | $ 0.20 | $ 0.21 | |||||||||
Diluted net income (loss) per common share | $ 0.01 | $ 0.20 | ||||||||||
Class B Ordinary Shares | ||||||||||||
Shareholders' equity (deficit) | ||||||||||||
Common stock | $ 1,021 | $ 1,021 | $ 1,021 | $ 1,021 | $ 1,021 | 1,021 | $ 1,021 | 1,078 | ||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding, basic | 20,420,250 | 20,420,250 | 18,750,000 | 20,420,250 | 20,420,250 | 18,750,000 | ||||||
Weighted average shares outstanding, diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,750,000 | 20,420,250 | 20,420,250 | 18,750,000 | |||||
Basic net income (loss) per common share | $ 0.11 | $ 0.01 | $ 0.20 | $ 0 | $ 0.21 | $ 0.32 | $ 0 | |||||
Diluted net income (loss) per common share | $ 0.11 | $ 0.01 | $ 0.20 | $ 0 | $ 0.21 | $ 0.32 | $ 0 | |||||
Class B Ordinary Shares | As previously reported | ||||||||||||
Shareholders' equity (deficit) | ||||||||||||
Common stock | $ 1,021 | $ 1,021 | $ 1,021 | $ 1,021 | $ 1,078 | |||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding, basic | 20,420,250 | 20,420,250 | ||||||||||
Weighted average shares outstanding, diluted | 20,420,250 | 20,420,250 | 20,420,250 | |||||||||
Basic net income (loss) per common share | $ 0.06 | $ 0.99 | $ 1.05 | |||||||||
Diluted net income (loss) per common share | 0.06 | 0.99 | 1.05 | |||||||||
Class B Ordinary Shares | Adjustments | ||||||||||||
Statement of Operations | ||||||||||||
Basic net income (loss) per common share | (0.05) | (0.79) | (0.84) | |||||||||
Diluted net income (loss) per common share | $ (0.05) | $ (0.79) | $ (0.84) | |||||||||
Restatement of redeemable common stock as temporary equity | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Reclassification of permanent equity into temporary equity | $ 5,000,001 | $ 5,000,001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 06, 2020 | Dec. 31, 2019 | |
Statement [Table] | ||||||
Proceeds from issuance initial public offering | $ 816,810,000 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | 816,810,000 | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 | ||
Other offering costs | $ 2,344,508 | |||||
Public offering costs | 800,877 | |||||
Underwriter discount | 44,924,550 | |||||
Unrecognized tax benefits | $ 0 | 0 | $ 0 | |||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | ||||
Statutory tax rate (as a percent) | 0.00% | |||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of September 30, 2021 and December 31, 2020 | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 | 816,810,000 | ||
Federal Depository Insurance Corporation | $ 250,000 | |||||
Initial Public Offering | ||||||
Other offering costs | $ 139,428 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 06, 2020 | |
Proceeds allocated to Public Warrants | $ 39,745,978 | ||||
Class A ordinary shares issuance costs | 44,871,756 | ||||
Accretion of carrying value to redemption value | 84,617,734 | ||||
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 | |
Class A Ordinary Shares | |||||
Gross proceeds | $ 816,810,000 | ||||
Proceeds allocated to Public Warrants | (39,745,978) | ||||
Class A ordinary shares issuance costs | (44,871,756) | ||||
Accretion of carrying value to redemption value | 84,617,734 | ||||
Class A ordinary shares subject to possible redemption | $ 816,810,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of basic and diluted net income (loss) per ordinary share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A Ordinary Shares | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 8,917,498 | $ 26,198,774 | $ (9,780,661) | |||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 81,681,000 | 81,681,000 | 18,828,526 | |||
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ 0.32 | $ (0.52) | |||
Class B Ordinary Shares | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 2,229,375 | $ (10,000) | $ 6,549,693 | $ (11,854) | $ (9,861,099) | $ (1,853) |
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 20,420,250 | 18,750,000 | 20,420,250 | 18,750,000 | 18,983,377 | 18,750,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.11 | $ 0 | $ 0.32 | $ 0 | $ (0.52) | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Feb. 09, 2021 | Nov. 10, 2020 | Oct. 06, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 39,451,134 | |||||
Proceeds from issuance of initial public offering | $ 816,810,000 | |||||
Public Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 27,227,000 | 27,227,000 | ||||
Purchase price, per unit | $ 0.01 | |||||
Number of shares issuable per warrant | 0.33 | |||||
Class A Ordinary Shares | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |||
Number of warrants in a unit | 1 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 81,681,000 | 75,000,000 | ||||
Purchase price, per unit | $ 10 | |||||
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 shares in a unit | 1 | |||||
Number of warrants in a unit | 0.33 | 0.33 | 1 | |||
Number of shares issuable per warrant | 1 | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | |||||
Number of shares per unit | 1 | |||||
Initial Public Offering | Class A Ordinary Shares | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of initial public offering | $ 816,810,000 | |||||
Common shares, par value, (per share) | $ 0.00005 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 6,681,000 | 9,000,000 | ||||
Exercise price of warrants | $ 11.50 | |||||
Over-allotment option | Class A Ordinary Shares | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 6,681,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 10, 2020 | Oct. 06, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Private Placement Warrants | 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 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrant | $ 11.50 | |||
Private Placement | 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 | ||
Private Placement | Private Placement Warrants | ||||
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 | Aug. 06, 2020shares | Sep. 30, 2020item$ / sharesshares | Aug. 31, 2020shares | Oct. 31, 2008shares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 30, 2020shares | Nov. 10, 2020shares | Oct. 06, 2020shares | Dec. 31, 2019$ / sharesshares |
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 | 20,420,250 | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||||||||
Maximum shares subject to forfeiture | 1,142,250 | ||||||||||
Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 75,000 | ||||||||||
Ordinary shares outstanding | 7,187,500 | ||||||||||
Purchase price, per unit | $ / shares | $ 65.25 | ||||||||||
Sponsor | Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |||||||||
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] | |||||||||||
Number of shares issued | 25,000 | 1 | |||||||||
Number of shares transferred for no consideration | 1 | ||||||||||
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 period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||||
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 | 28,750,000 | 75,000 | |||||||||
Purchase price, per unit | $ / shares | $ 65.25 | ||||||||||
Recapitalization ratio | 1.33333 | ||||||||||
Founder Shares | Sponsor | Class B Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares subject to forfeiture | 1,142,250 | ||||||||||
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 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Sep. 14, 2021 | 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 | $ 373,517 | ||||||
Threshold period for which expenses are paid | 27 months | |||||||||
Advances From Related Parties [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Offering costs and other expenses | $ 373,517 | $ 0 | 373,517 | |||||||
Due to Related Parties | 373,517 | $ 373,517 | ||||||||
Administrative Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses per month | 16,667 | |||||||||
Expenses incurred | 50,001 | $ 150,649 | $ 46,669 | |||||||
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] | ||||||||||
Principle amount of promissory note | $ 1,500,000 | |||||||||
Interest rate per annum | 0.14% | |||||||||
Amount borrowed | $ 1,500,000 | |||||||||
Outstanding balance | 1,500,000 | $ 1,500,000 | ||||||||
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 | ||||||||
Sponsor | September Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principle amount of promissory note | $ 1,500,000 | |||||||||
Interest rate per annum | 0.17% | |||||||||
Amount borrowed | $ 1,500,000 | |||||||||
Outstanding balance | $ 1,500,000 | $ 1,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 10, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | |||
Number of units issued | 39,451,134 | ||
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 | |
Threshold number of days granted for underwriter for purchase of additional units | 30 days |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
SHAREHOLDERS' EQUITY | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
SHAREHOLDERS' EQUITY - Ordinary
SHAREHOLDERS' EQUITY - Ordinary Stock Shares (Details) | 1 Months Ended | 9 Months Ended | |||
Nov. 30, 2020shares | Sep. 30, 2020shares | Sep. 30, 2021Voteshares | Dec. 31, 2020Vote / sharesshares | Dec. 31, 2019shares | |
Class of Stock [Line Items] | |||||
Common shares, votes per share | Vote / shares | 1 | ||||
Converted basis of ordinary shares outstanding | 20.00% | ||||
Common stock, shares subject to surrender (in shares) | 7,187,500 | ||||
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) | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | ||
Ratio to be applied to the stock in the conversion | 1 | ||||
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 | 20,420,250 | ||
Common shares, shares outstanding | 20,420,250 | 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 | Sep. 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 | |||
Units Issued During Period, Shares, New Issues | 39,451,134 | |||
Warrant liabilities | $ 57,753,222 | $ 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 | 27,227,000 | ||
Public Warrants expiration term | 5 years | 5 years | ||
Threshold period for filling registration statement after business combination | 15 days | |||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
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 | ||
Restrictions on transfer period of time after business combination completion | 30 days | |||
Private Placement | ||||
Warrants liabilities. | ||||
Units Issued During Period, Shares, New Issues | 12,224,134 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Feb. 09, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 06, 2020 |
Assets: | ||||
Cash held in the Trust Account | $ 872,000 | |||
Marketable securities held in Trust Account | 817,227,602 | $ 816,985,533 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative warrant liabilities | $ 32,170,529 | $ 74,642,310 | ||
Public Warrants | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Number of shares issuable per warrant | 0.33 | |||
Public Warrants | Initial Public Offering | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Number of shares per unit | 1 | |||
Number of warrants in a unit | 0.33 | 0.33 | 1 | |
Number of shares issuable per warrant | 1 | 1 | 1 | |
Level 1 | Recurring | ||||
Assets: | ||||
Marketable securities held in Trust Account | $ 817,227,602 | $ 816,985,533 | ||
Level 1 | Recurring | Public Warrants | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative warrant liabilities | 22,190,005 | 51,186,760 | ||
Level 3 | Recurring | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative warrant liabilities | 57,753,222 | |||
Level 3 | Recurring | Private Placement Warrants | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative warrant liabilities | $ 9,980,524 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 74,642,310 | $ 0 | |
Change in fair value of derivative warrant liabilities | $ 15,086,661 | 42,471,781 | (16,889,088) |
Ending Balance | 32,170,529 | 32,170,529 | 74,642,310 |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 14,857,060 | 23,455,550 | |
Change in fair value of derivative warrant liabilities | (4,876,536) | (13,475,026) | |
Ending Balance | $ 9,980,524 | $ 9,980,524 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Oct. 06, 2020 | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liabilities | $ 32,170,529 | $ 32,170,529 | $ 74,642,310 | $ 0 | ||
Change in fair value of derivative warrant liabilities | 15,086,661 | 42,471,781 | (16,889,088) | |||
Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liabilities | 9,980,524 | 9,980,524 | $ 23,455,550 | $ 14,857,060 | ||
Change in fair value of derivative warrant liabilities | $ (4,876,536) | (13,475,026) | ||||
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 | 1.07 | 1.07 | 0.49 | |||
Risk-free interest rate | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 0.49 | 0.43 | ||||
Expected life of grants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 5.51 | 5.51 | 5.9 | |||
Expected life of grants | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 5.9 | 6 | ||||
Expected volatility of underlying stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 13.8 | 13.8 | ||||
Dividends | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 0 | 0 | 0 | |||
Dividends | Level 3 | ||||||
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 | 90 | |||
Maximum | Expected volatility of underlying stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 30 | |||||
Maximum | Expected volatility of underlying stock | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 30 | 30 | ||||
Minimum | Expected volatility of underlying stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 10 | |||||
Minimum | Expected volatility of underlying stock | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability, Measurement Input | 10 | 10 |
BALANCE SHEETS
BALANCE SHEETS | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 257,872 |
Prepaid expenses | 1,125,255 |
Total current assets | 1,383,127 |
Investment held in Trust Account | 816,985,533 |
Total assets | 818,368,660 |
Current liabilities: | |
Accounts payable and accrued expenses | 383,164 |
Advances from related party | 373,517 |
Note payable - Sponsor | 1,500,000 |
Total current liabilities | 2,256,681 |
Derivative warrant liability | 74,642,310 |
Deferred underwriting commissions | 28,588,350 |
Total liabilities | 105,487,341 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | |
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of September 30, 2021 and December 31, 2020 | 816,810,000 |
Shareholders' equity: | |
Preferred shares, $0.00005 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (103,929,702) |
Total stockholders' deficit | (103,928,681) |
Total liabilities and shareholders' equity | 818,368,660 |
Class B Ordinary Shares | |
Shareholders' equity: | |
Ordinary shares | $ 1,021 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.00005 | $ 0.00005 |
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 | ||
Shares subject to possible redemption | 81,681,000 | 0 |
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Ordinary Shares | ||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 |
Common stock, 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 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | $ 0 | $ 0 |
EXPENSES | ||
Administrative fee - related party | 46,669 | |
General and administrative expenses | 536,614 | 1,853 |
TOTAL EXPENSES | 583,283 | 1,853 |
OTHER INCOME (EXPENSE) | ||
Interest expense | (414) | |
Investment income from Trust Account | 175,533 | |
Transaction costs allocable to warrant liability | (2,344,508) | |
Change in fair value of derivative warrants | (16,889,088) | |
TOTAL OTHER EXPENSE | (19,058,477) | |
Net income (loss) | $ (19,641,760) | $ (1,853) |
Class A Ordinary Shares | ||
OTHER INCOME (EXPENSE) | ||
Weighted average shares outstanding of ordinary shares | 18,828,526 | |
Basic and diluted net income (loss) per share | $ (0.52) | |
Class B Ordinary Shares | ||
OTHER INCOME (EXPENSE) | ||
Weighted average shares outstanding of ordinary shares | 18,983,377 | 18,750,000 |
Basic and diluted net income (loss) per share | $ (0.52) | $ 0 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B Ordinary SharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,078 | $ 27,117 | $ (28,195) | |
Balance at the beginning (in shares) at Dec. 31, 2018 | 21,562,500 | |||
Capital contributions | 3,707 | $ 3,707 | ||
Net income | (1,853) | (1,853) | ||
Balance at the end at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 |
Balance at the end (in shares) at Dec. 31, 2019 | 21,562,500 | |||
Net income | (1,854) | (1,854) | ||
Balance at the end at Mar. 31, 2020 | $ 1,078 | 30,824 | (31,902) | |
Balance at the end (in shares) at Mar. 31, 2020 | 21,562,500 | |||
Balance at the beginning at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 |
Balance at the beginning (in shares) at Dec. 31, 2019 | 21,562,500 | |||
Net income | (11,854) | |||
Balance at the end at Sep. 30, 2020 | $ 1,078 | 30,824 | (41,902) | (10,000) |
Balance at the end (in shares) at Sep. 30, 2020 | 21,562,500 | |||
Balance at the beginning at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 |
Balance at the beginning (in shares) at Dec. 31, 2019 | 21,562,500 | |||
Excess of proceeds received over fair value of private warrant liabilities | 328,959 | 328,959 | ||
Forfeiture of Class B ordinary shares by Sponsor | $ (57) | 57 | ||
Forfeiture of Class B ordinary shares by Sponsor (in shares) | (1,142,250) | |||
Accretion of Class A ordinary shares subject to possible redemption amount | (359,840) | (84,257,894) | (84,617,734) | |
Net income | (19,641,760) | (19,641,760) | ||
Balance at the end at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the end (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Balance at the beginning at Mar. 31, 2020 | $ 1,078 | 30,824 | (31,902) | |
Balance at the beginning (in shares) at Mar. 31, 2020 | 21,562,500 | |||
Net income | $ 0 | 0 | 0 | 0 |
Balance at the end at Jun. 30, 2020 | $ 1,078 | 30,824 | (31,902) | |
Balance at the end (in shares) at Jun. 30, 2020 | 21,562,500 | |||
Net income | (10,000) | (10,000) | ||
Balance at the end at Sep. 30, 2020 | $ 1,078 | $ 30,824 | (41,902) | (10,000) |
Balance at the end (in shares) at Sep. 30, 2020 | 21,562,500 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Net income | 20,283,146 | 20,283,146 | ||
Balance at the end at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | |
Balance at the end (in shares) at Mar. 31, 2021 | 20,420,250 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Net income | 21,601,594 | |||
Balance at the end at Jun. 30, 2021 | $ 1,021 | (82,328,108) | (82,327,087) | |
Balance at the end (in shares) at Jun. 30, 2021 | 20,420,250 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Net income | 32,748,467 | |||
Balance at the end at Sep. 30, 2021 | $ 1,021 | (71,181,235) | (71,180,214) | |
Balance at the end (in shares) at Sep. 30, 2021 | 20,420,250 | |||
Balance at the beginning at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 20,420,250 | |||
Net income | 1,318,448 | 1,318,448 | ||
Balance at the end at Jun. 30, 2021 | $ 1,021 | (82,328,108) | (82,327,087) | |
Balance at the end (in shares) at Jun. 30, 2021 | 20,420,250 | |||
Net income | 11,146,873 | 11,146,873 | ||
Balance at the end at Sep. 30, 2021 | $ 1,021 | $ (71,181,235) | $ (71,180,214) | |
Balance at the end (in shares) at Sep. 30, 2021 | 20,420,250 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (19,641,760) | $ (1,853) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Investment income earned on investment held in Trust Account | (175,533) | |
Formation and organization costs paid by related parties | 27,607 | 3,707 |
Costs associated with warrant liabilities | 2,344,508 | |
Gain on change in fair value of derivative liabilities | 16,889,088 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,123,401) | (1,854) |
Accounts payable and accrued expenses | (761,757) | |
Net Cash Used In Operating Activities | (2,441,248) | 0 |
Cash Flows From Investing Activities: | ||
Cash deposited into Trust Account | (816,810,000) | |
Net Cash Used In Investing Activities | (816,810,000) | |
Cash Flows From Financing Activities: | ||
Proceeds from sale of Units in Public Offering | 816,810,000 | |
Proceeds from sale of Private Placement Warrants | 18,336,200 | |
Payment of underwriter commissions | (16,336,200) | |
Payment of offering costs | (800,880) | |
Proceeds from Sponsor note | 1,500,000 | |
Net Cash Provided By Financing Activities | 819,509,120 | 0 |
Net change in cash | 257,872 | |
Cash at beginning of period | 0 | 0 |
Cash at end of period | 257,872 | 0 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriters' commissions charged to additional paid-in capital in connection with the Public Offering | 28,588,350 | |
Operating costs paid by related party which were charged to additional paid-in capital | 345,910 | $ 3,707 |
Initial classification of fair value of Public warrants | 39,745,978 | |
Accrued offering costs which were charged to additional paid-in capital | $ 1,144,924 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
Description of Organization and Business Operations | 1. Description of Organization and Business Operations Organization and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company we us our Initial Business Combination Securities Act JOBS Act st At December 31, 2020, the Company had not commenced any operations. All activity for the period from January 1, 2019 through December 31, 2020 relates to the Company’s formation and the initial public offering (the “ Public Offering 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 $10.00 per unit (the “Units” Sponsor Private Placement Warrants Trust Account 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. 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 Completion Window 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 pay its franchise and income taxes, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If 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 Financial Accounting Standards Board (“ FASB 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 December 31, 2020, the Company had investments held in the Trust Account of $816,985,533 consisting principally of 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. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements.In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU 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. On October 20, 2020, the Sponsor executed a promissory note (the “ October Note On February 22, 2021, the Sponsor executed a promissory note (the “ February Note Recent Developments On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “ SEC Staff Statement As a result, the Company evaluated the accounting treatment for its outstanding Warrants (as defined in Note 2) and concluded that it is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the value from the prior period in the Company's operating results for the current period. These changes were reflected in the First Amended Filing. |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Restatement of Previously Issued Financial Statements | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has followed ASC 480, “Distinguishing Liabilities from Equity,” in accounting for the redeemable Class A ordinary shares. This included recording the redeemable Class A ordinary shares in temporary equity on the balance sheet. However, the Company maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Class A ordinary shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In September 2021, the Company's management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Q3 Form 10-Q, the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also revised its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares. On November 23, 2021, the Company’s management and the Audit Committee concluded that the Company’s previously issued financial statements for the Affected Periods, in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods in a Form 10-K/A for the Post-IPO Balance Sheet and the Company's audited financial statements included in the 2020 Form 10-K/A and in a Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021. Impact of the Restatement The following tables summarize the effect of the restatement on each of the line items in the financial statements as of the dates and for the periods, indicated: As Previously Reported Adjustment As restated Balance sheet as of March 31, 2021 Total assets $ 818,433,672 $ — $ 818,433,672 Total liabilities $ 85,269,207 $ — $ 85,269,207 Class A ordinary shares subject to redemption $ 728,164,460 $ 88,645,540 $ 816,810,000 Shareholders' equity (deficit) Class A ordinary shares 443 (443) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 4,387,203 (4,387,203) — Retained earnings (accumulated deficit) 611,338 (84,257,894) (83,646,556) Total shareholders' equity (deficit) $ 5,000,005 $ (88,645,540) $ (83,645,535) Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) $ 818,433,672 $ — $ 818,433,672 As Previously Statement of Operations – Three Months ended March 31, 2021 Reported Adjustments As restated Net income $ 20,283,146 — $ 20,283,146 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.20 $ 0.20 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.99 $ (0.79) $ 0.20 As Previously Reported Adjustment As restated Balance sheet June 30, 2021 Total assets $ 818,575,847 $ — $ 818,575,847 Total liabilities $ 84,092,934 $ — $ 84,092,934 Class A ordinary shares subject to redemption $ 729,482,910 $ 87,327,090 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 437 (437) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 3,068,759 (3,068,759) — Retained earnings (accumulated deficit) 1,929,786 (84,257,894) (82,328,108) Total shareholders’ equity (deficit) $ 5,000,003 $ (87,327,090) $ (82,327,087) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 818,575,847 $ — $ 818,575,847 As Previously Statement of Operations – Three Months ended June 30, 2021 Reported Adjustments As restated Net income $ 1,318,448 — $ 1,318,448 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.01 $ 0.01 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.06 $ (0.05) $ 0.01 As Previously Statement of Operations – Six Months ended June 30, 2021 Reported Adjustments As restated Net income $ 21,601,594 — $ 21,601,594 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.21 $ 0.21 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 1.05 $ (0.84) $ 0.21 | 2. Restatement of Previously Issued Financial Statements The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively with the Public Warrants, the “ Warrants Warrant Agreement tender offer provision On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued the Staff Statement. Specifically, the Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement. In consideration of the Staff Statement, the Company’s management further evaluated the Warrants under ASC Subtopic 815-40, “ Contracts in Entity’s Own Equity”. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of October 6, 2020 and December 31, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in fair value from the prior period in the Company’s operating results for the current period. The Company has followed ASC 480 in accounting for its Public Shares. This included recording the Public Shares in permanent equity on its balance sheet. However, the Company maintained shareholders’ equity of at least In September 2021, the Company’s management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Company’s Q3 Form 10-Q, the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also revised its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares. On November 23, 2021, the Company’s management and the Audit Committee concluded that the Company’s previously issued financial statements for the Affected Periods, in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods herein for the Post-IPO Balance Sheet and the Company’s audited financial statements included in the First Amended Filing and in a Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021. Impact of the Restatement The change in the carrying value of the redeemable shares of Class A ordinary shares subject to possible redemption in the Post-IPO Balance Sheet resulted in a decrease of approximately $7.2 million in additional paid-in capital and an increase of approximately $144.4 million to accumulated deficit, as well as a reclassification of 15,155,185 Class A ordinary shares from permanent equity to temporary equity as presented below. As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet as of October 6, 2020 Total assets $ 751,199,121 $ — $ 751,199,121 Total liabilities $ 80,940,965 $ — $ 80,940,965 Class A ordinary shares subject to redemption 665,258,150 $ 151,551,850 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 424 $ (424) $ — Class B ordinary shares 1,078 $ — $ 1,078 Additional paid-in capital 7,192,687 $ (7,192,687) $ — Accumulated deficit (2,194,183) $ (144,358,739) $ (146,552,922) Total shareholders’ equity (deficit) $ 5,000,006 $ (151,551,850) $ (146,551,844) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 751,199,121 $ — $ 751,199,121 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet December 31, 2020 Total assets $ 818,368,660 $ — $ 818,368,660 Total liabilities $ 105,487,341 $ — $ 105,487,341 Class A ordinary shares subject to redemption 707,881,310 $ 108,928,690 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 545 (545) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 24,670,251 (24,670,251) — Accumulated deficit (19,671,808) (84,257,894) (103,929,702) Total shareholders’ equity (deficit) $ 5,000,009 $ (108,928,690) $ (103,928,681) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 818,368,660 $ — $ 818,368,660 As Reported As Previously Restated in the As Statement of Operations as of December 31, 2020 First Amended Filing Adjustments Restated Net loss (19,641,760) — (19,641,760) Basic and diluted weighted average shares outstanding, Class A ordinary shares 78,961,988 (60,133,462) 18,828,526 Basic and diluted net income (loss) per share of Class A ordinary shares $ 0.00 $ (0.52) $ (0.52) Weighted average number of shares of shares outstanding, Class A ordinary shares 18,983,377 — 18,983,377 Basic and diluted net loss per share of Class B ordinary shares $ (1.04) $ 0.52 $ (0.52) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Summary of Significant Accounting Policies | NOTE 3 — 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 Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Income Taxes ASC 740, “ Income Taxes 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 The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 8,917,498 $ 2,229,375 $ — $ (10,000) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 26,198,774 $ 6,549,693 $ — $ (11,854) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.32 $ 0.32 $ — $ (0.00) 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 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 ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. 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. | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act JOBS Act 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 (“ Exchange Act company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 periods. Actual results could differ from those estimates. One of the more significant accounting estimates included in these 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 coverage 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering.” Income Taxes FASB ASC 740, “Income Taxes” 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 financial statements. 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, “ Distinguishing Liabilities from Equity. ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. The Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Year Ended Year Ended December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (9,780,661) $ (9,861,099) $ — $ (1,853) Denominator: Basic and diluted weighted average shares outstanding 18,828,526 18,983,377 — 18,750,000 Basic and diluted net loss per ordinary share $ (0.52) $ (0.52) $ — $ (0.00) 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 Initial Public Offering and Private Placement in accordance with the guidance contained in FASB 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. 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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Public Offering | |
Public Offering | 4. Public Offering On October 6, 2020, the Company sold 75,000,000 units at a price of $10.00 per unit (the “ Units Each Unit consists of one share of the Company’s Class A ordinary shares, $0.00005 par value, and one-third of one warrant (each, a “ Warrant Warrants Public Warrants The Company paid an underwriting discount of 2.0% of the per Unit offering price, or $15,000,000 in the aggregate, to the underwriters at the closing of the Public Offering, with an additional fee (the “ Deferred Discount |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTIES | ||
Related Party Transactions | NOTE 6 — 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 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 On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September 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 September 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 $150,649 for such expenses under the administrative services agreement for the three and nine months ended September 30, 2021. | 5. Related Party Transactions 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. Private Placement Concurrently with the closing of the Public Offering, the Sponsor purchased an aggregate of 11,333,334 Warrants (the “ Private Placement Warrants whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A ordinary shares at a price of $11.50 per share. In addition, concurrently with the closing of the sale of the Over-Allotment Units, the Company consummated the private sale of an additional 890,800 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $1,336,200. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, 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 expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. 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 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 On October 20, 2020, the Sponsor executed the October Note to loan the Company an aggregate principal amount of $1,500,000. The October Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On October 20, 2020, the Company borrowed $1,500,000 pursuant to the October Note. As of December 31, 2020, the outstanding balance on the October Note was $1,500,000. On February 22, 2021, the Sponsor executed the February Note to loan the Company an aggregate principal amount of $800,000. The February Note bears interest at a rate of 0.12% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On February 22, 2021, the Company borrowed $800,000 pursuant to the February 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 December 31, 2020 and 2019, there was $373,517 and $0 due to the related parties, respectively. Administrative Services Agreement 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 $46,669 for such expenses under the administrative services agreement for the year ended December 31, 2020. As of December 31, 2020, the outstanding fees of $46,669 were in accounts payable and accrued expenses on the balance sheets. |
Commitments and Contingencies_2
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these 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 Initial Public Offering. | 6. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Public Offering. 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 We paid a total of $15,000,000 in underwriting discounts and commissions and $800,880 for other costs and expenses related to the Initial Public Offering. In addition, we paid $1,336,200 in underwriting discounts pursuant to the underwriters' partial exercise of their over-allotment option. The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $26,250,000, to the underwriters of the Public Offering upon the completion of an Initial Business Combination. On November 10, 2020, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters' partial exercise of their over-allotment option resulting in an additional $2,338,350 due to the underwriters. 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 an Initial Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholders' Equity_2
Shareholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY | ||
Shareholders' Equity | NOTE 8 — 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 September 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 Class A ordinary shares and 60,000,000 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 September 30, 2021 and December 31, 2020, there were 81,681,000 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 September 30, 2021 and December 31, 2020, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 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. | 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 December 31, 2020 and 2019, 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 December 31, 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying 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 business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). As of December 31, 2020, there were 20,420,250 Class B |
Warrants_2
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Warrants | NOTE 9 — WARRANTS As of September 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. | 8.Warrants As of December 31, 2020, there were 39,451,134 warrants outstanding (12,224,134 Private 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 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; ● 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; and ● 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 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 The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Proposed 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 for the Public Warrants and a modified Black Scholes model for the Private 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 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_2
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Fair Value Measurements | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, “ Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 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 September 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 817,227,602 $ 816,985,533 Liabilities: Warrant Liability – Private Placement Warrants 3 9,980,524 23,455,550 Warrant Liability – Public Warrants 1 22,190,005 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 September 30, 2021 and December 31, 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both September 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. As of both September 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 three and nine months ended September 30, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, June 30, 2021 $ 14,857,060 Change in fair value of derivative liabilities (4,876,536) Balance, September 30, 2021 $ 9,980,524 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (13,475,026) Balance, September 30, 2021 $ 9,980,524 As of September 30, 2021, the fair value of the derivative feature of the Private Warrants was calculated using the following weighted average assumptions: September 30, 2021 December 31, 2020 Risk-free interest rate 1.07 % 0.49 % Expected life of grants 5.51 years 5.9 years Expected volatility of underlying shares 13.8 % 10.0 – 30.0 % Dividends 0.0 % 0 % Probability of Business Combination 90 % 90 % As of September 30, 2021 and December 31, 2020, the derivative warrant liability was $32,170,529 and $74,642,310, respectively. In addition, for the three and nine months ended September 30, 2021, the Company recorded $15,086,661 and $42,471,781, respectively, as a gain on the change in fair value of the derivative warrant liabilities on the condensed statements of operations. The Company charged $328,956 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities. | 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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Level December 31, 2020 December 31, 2019 Description Assets: $ — $ — Marketable securities held in Trust Account 1 816,985,533 — Liabilities: Warrant Liability – Private Placement Warrants 3 23,455,550 — Warrant Liability – Public Warrants 1 51,186,760 — The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. 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 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 At December 31, 2020, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Warrants. Since the Public Warrants are publicly traded as of the December 31, 2020, the Company relied upon the implied volatility of the Public Warrants and the closing stock price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. At December 31, 2020, the Private 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 year ended December 31, 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 $ 23,455,550 The fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions: October 6, 2020 December 31, 2020 Risk-free interest rate 0.43 % 0.49 % Expected life of grants 6 years 5.9 years Expected volatility of underlying shares 10 – 30 % 10 – 30 % Dividends 0 % 0 % As of December 31, 2020 and 2019, the derivative liability was $74,642,310 and $0, respectively. In addition, for the year ended December 31, 2020, the Company recorded $16,889,088 as a loss on the change in fair value of the derivative warrants on the statements of operations. Upon issuance of the Private Warrants, the Company charge to additional paid in capital of $328,956 for the excess of proceeds received over fair value of private warrant liabilities. |
Subsequent Events_2
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
Subsequent Events | NOTE 11 — 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 subsequent events that would have required recognition or disclosure in the condensed financial statements. | 10. Subsequent Events Management has evaluated subsequent events and transactions that occurred through the date the financial statements were available to be issued. Other than as noted above, management did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act JOBS Act 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 (“ Exchange Act company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 periods. Actual results could differ from those estimates. One of the more significant accounting estimates included in these 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. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures | |
Offering Costs | 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 | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering.” |
Income Taxes | Income Taxes ASC 740, “ Income Taxes 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. | Income Taxes FASB ASC 740, “Income Taxes” 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 financial statements. |
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, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | 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, “ Distinguishing Liabilities from Equity. ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. The Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Net Income Per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 8,917,498 $ 2,229,375 $ — $ (10,000) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 26,198,774 $ 6,549,693 $ — $ (11,854) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.32 $ 0.32 $ — $ (0.00) | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Year Ended Year Ended December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (9,780,661) $ (9,861,099) $ — $ (1,853) Denominator: Basic and diluted weighted average shares outstanding 18,828,526 18,983,377 — 18,750,000 Basic and diluted net loss per ordinary share $ (0.52) $ (0.52) $ — $ (0.00) |
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 815, “ Derivatives and Hedging Fair Value Measurement | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging 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 | Warrant Instruments The Company accounts for the warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB 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. | 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. 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 and Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. 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. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Summarizes the effect of error correction and prior period adjustments | As Previously Reported Adjustment As restated Balance sheet as of March 31, 2021 Total assets $ 818,433,672 $ — $ 818,433,672 Total liabilities $ 85,269,207 $ — $ 85,269,207 Class A ordinary shares subject to redemption $ 728,164,460 $ 88,645,540 $ 816,810,000 Shareholders' equity (deficit) Class A ordinary shares 443 (443) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 4,387,203 (4,387,203) — Retained earnings (accumulated deficit) 611,338 (84,257,894) (83,646,556) Total shareholders' equity (deficit) $ 5,000,005 $ (88,645,540) $ (83,645,535) Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) $ 818,433,672 $ — $ 818,433,672 As Previously Statement of Operations – Three Months ended March 31, 2021 Reported Adjustments As restated Net income $ 20,283,146 — $ 20,283,146 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.20 $ 0.20 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.99 $ (0.79) $ 0.20 As Previously Reported Adjustment As restated Balance sheet June 30, 2021 Total assets $ 818,575,847 $ — $ 818,575,847 Total liabilities $ 84,092,934 $ — $ 84,092,934 Class A ordinary shares subject to redemption $ 729,482,910 $ 87,327,090 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 437 (437) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 3,068,759 (3,068,759) — Retained earnings (accumulated deficit) 1,929,786 (84,257,894) (82,328,108) Total shareholders’ equity (deficit) $ 5,000,003 $ (87,327,090) $ (82,327,087) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 818,575,847 $ — $ 818,575,847 As Previously Statement of Operations – Three Months ended June 30, 2021 Reported Adjustments As restated Net income $ 1,318,448 — $ 1,318,448 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.01 $ 0.01 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 0.06 $ (0.05) $ 0.01 As Previously Statement of Operations – Six Months ended June 30, 2021 Reported Adjustments As restated Net income $ 21,601,594 — $ 21,601,594 Basic and diluted weighted 81,681,000 81,681,000 Basic and diluted net income $ 0.00 $ 0.21 $ 0.21 Weighted average number 20,420,250 — 20,420,250 Basic and diluted net income $ 1.05 $ (0.84) $ 0.21 | As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet as of October 6, 2020 Total assets $ 751,199,121 $ — $ 751,199,121 Total liabilities $ 80,940,965 $ — $ 80,940,965 Class A ordinary shares subject to redemption 665,258,150 $ 151,551,850 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 424 $ (424) $ — Class B ordinary shares 1,078 $ — $ 1,078 Additional paid-in capital 7,192,687 $ (7,192,687) $ — Accumulated deficit (2,194,183) $ (144,358,739) $ (146,552,922) Total shareholders’ equity (deficit) $ 5,000,006 $ (151,551,850) $ (146,551,844) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 751,199,121 $ — $ 751,199,121 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet December 31, 2020 Total assets $ 818,368,660 $ — $ 818,368,660 Total liabilities $ 105,487,341 $ — $ 105,487,341 Class A ordinary shares subject to redemption 707,881,310 $ 108,928,690 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 545 (545) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 24,670,251 (24,670,251) — Accumulated deficit (19,671,808) (84,257,894) (103,929,702) Total shareholders’ equity (deficit) $ 5,000,009 $ (108,928,690) $ (103,928,681) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 818,368,660 $ — $ 818,368,660 As Reported As Previously Restated in the As Statement of Operations as of December 31, 2020 First Amended Filing Adjustments Restated Net loss (19,641,760) — (19,641,760) Basic and diluted weighted average shares outstanding, Class A ordinary shares 78,961,988 (60,133,462) 18,828,526 Basic and diluted net income (loss) per share of Class A ordinary shares $ 0.00 $ (0.52) $ (0.52) Weighted average number of shares of shares outstanding, Class A ordinary shares 18,983,377 — 18,983,377 Basic and diluted net loss per share of Class B ordinary shares $ (1.04) $ 0.52 $ (0.52) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Summary of reconciliation of Class A common stock reflected on the balance sheet | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 8,917,498 $ 2,229,375 $ — $ (10,000) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 26,198,774 $ 6,549,693 $ — $ (11,854) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 — 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.32 $ 0.32 $ — $ (0.00) | Year Ended Year Ended December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (9,780,661) $ (9,861,099) $ — $ (1,853) Denominator: Basic and diluted weighted average shares outstanding 18,828,526 18,983,377 — 18,750,000 Basic and diluted net loss per ordinary share $ (0.52) $ (0.52) $ — $ (0.00) |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Schedule of company's assets that are measured on a recurring basis | Description Level September 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 817,227,602 $ 816,985,533 Liabilities: Warrant Liability – Private Placement Warrants 3 9,980,524 23,455,550 Warrant Liability – Public Warrants 1 22,190,005 51,186,760 | Level December 31, 2020 December 31, 2019 Description Assets: $ — $ — Marketable securities held in Trust Account 1 816,985,533 — Liabilities: Warrant Liability – Private Placement Warrants 3 23,455,550 — Warrant Liability – Public Warrants 1 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, June 30, 2021 $ 14,857,060 Change in fair value of derivative liabilities (4,876,536) Balance, September 30, 2021 $ 9,980,524 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (13,475,026) Balance, September 30, 2021 $ 9,980,524 | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 $ 23,455,550 |
Schedule of the fair value of the derivative feature of the warrants | September 30, 2021 December 31, 2020 Risk-free interest rate 1.07 % 0.49 % Expected life of grants 5.51 years 5.9 years Expected volatility of underlying shares 13.8 % 10.0 – 30.0 % Dividends 0.0 % 0 % Probability of Business Combination 90 % 90 % | October 6, 2020 December 31, 2020 Risk-free interest rate 0.43 % 0.49 % Expected life of grants 6 years 5.9 years Expected volatility of underlying shares 10 – 30 % 10 – 30 % Dividends 0 % 0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Feb. 09, 2021shares | Nov. 10, 2020USD ($)$ / sharesshares | Oct. 06, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Dshares | Dec. 31, 2020USD ($)Dshares | Feb. 22, 2021USD ($) | Oct. 20, 2020USD ($) |
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 39,451,134 | ||||||
Investments held in Trust | $ 750,000,000 | $ 816,985,533 | |||||
Offering cost | 800,880 | ||||||
Transaction costs | 41,389,428 | ||||||
Cash underwriting discount paid | 15,000,000 | ||||||
Deferred underwriting commissions | 28,588,350 | ||||||
Deferred underwriting fee payable | 26,250,000 | 28,588,350 | |||||
Transaction costs allocable to warrant liability | $ 2,344,508 | ||||||
Deferred costs | $ 2,338,350 | ||||||
Maturity term of U.S. government securities | 180 days | 180 days | |||||
Maximum interest income on the balance in the Trust Account which may be used to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | ||||||
Percentage of aggregate fair market value of assets | 80.00% | ||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | |||||
Threshold period to complete business combination | 24 months | ||||||
Threshold period to complete business combination with the use of letter of intent | 27 months | ||||||
Threshold number of days to sell their public shares in a tender offer | D | 2 | 2 | |||||
Threshold business days for redemption of public shares | D | 10 | ||||||
Initial Public Offering | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 81,681,000 | 75,000,000 | |||||
Units, par value | $ / shares | $ 0.00005 | ||||||
Price per unit | $ / shares | $ 10 | ||||||
Proceeds from offering | $ 750,000,000 | ||||||
Investments held in Trust | 750,000,000 | ||||||
Offering cost | 43,541,714 | ||||||
Deferred underwriting commissions | $ 26,250,000 | ||||||
Threshold business days for redemption of public shares | 10 | ||||||
Over-allotment option | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 6,681,000 | 9,000,000 | |||||
Price per unit | $ / shares | $ 10 | ||||||
Proceeds from offering | $ 66,810,000 | ||||||
Offering cost | 3,674,550 | ||||||
Cash underwriting discount paid | $ 1,336,200 | ||||||
Deferred underwriting commissions | $ 2,338,350 | ||||||
Over-allotment option | Founder Shares | |||||||
Description of Organization and Business Operations | |||||||
Maximum shares subject to forfeiture | shares | 1,142,250 | ||||||
Over-allotment option | Class A Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 6,681,000 | ||||||
Sponsor | Private Placement | |||||||
Description of Organization and Business Operations | |||||||
Number of warrants to purchase the shares issued (in shares) | 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 | |||||
Sponsor | Private Placement | Class A Ordinary Shares | |||||||
Description of Organization and Business Operations | |||||||
Price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||
October Note | Initial Public Offering | |||||||
Description of Organization and Business Operations | |||||||
Investments held in Trust | $ 800,877 | ||||||
Offering cost | 42,050,877 | ||||||
Cash underwriting discount paid | 15,000,000 | ||||||
Deferred underwriting commissions | $ 26,250,000 | ||||||
October Note | Sponsor | |||||||
Description of Organization and Business Operations | |||||||
Principal amount of promissory note | $ 1,500,000 | ||||||
Interest rate per annum | 0.14% | ||||||
Amount borrowed | $ 1,500,000 | ||||||
February Note | Sponsor | |||||||
Description of Organization and Business Operations | |||||||
Principal amount of promissory note | $ 800,000 | ||||||
Interest rate per annum | 0.12% | ||||||
Amount borrowed | $ 800,000 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 06, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Condition to be satisfied as per provision in Warrant Agreement | 50.00% | |||||||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||||||||||
Obligation to redeem public shares if entity does not complete a business combination | 5,000,001 | |||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Derivative warrant liability | $ 32,170,529 | $ 32,170,529 | 74,642,310 | |||||||||
Total assets | 818,756,674 | $ 818,575,847 | $ 818,433,672 | $ 818,575,847 | 818,756,674 | 818,368,660 | $ 1,854 | $ 751,199,121 | ||||
Total Liabilities | 73,126,888 | 84,092,934 | 85,269,207 | 84,092,934 | 73,126,888 | 105,487,341 | 80,940,965 | |||||
Class A ordinary shares subject to redemption | 816,810,000 | 816,810,000 | 816,810,000 | 816,810,000 | 816,810,000 | |||||||
Accumulated deficit | (71,181,235) | (82,328,108) | (83,646,556) | (82,328,108) | (71,181,235) | (103,929,702) | (30,048) | (146,552,922) | ||||
Total shareholders' equity | (71,180,214) | (82,327,087) | (83,645,535) | $ (10,000) | (82,327,087) | (71,180,214) | $ (10,000) | (103,928,681) | 1,854 | (146,551,844) | ||
Total liabilities, temporary equity and shareholders' equity (deficit) | 818,368,660 | 751,199,121 | ||||||||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Transaction costs allocable to warrant liability | (2,344,508) | |||||||||||
Change in fair value of derivative warrants | 15,086,661 | 42,471,781 | (16,889,088) | |||||||||
Total other income (expense) | 19,058,477 | |||||||||||
Net income | 11,146,873 | 1,318,448 | 20,283,146 | $ (10,000) | $ 0 | $ (1,854) | 21,601,594 | 32,748,467 | $ (11,854) | $ (19,641,760) | (1,853) | |
Class A Ordinary Shares | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Class A ordinary shares subject to redemption | $ 816,810,000 | $ 816,810,000 | ||||||||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Basic and diluted weighted average shares outstanding | 81,681,000 | 81,681,000 | 18,828,526 | |||||||||
Basic and diluted net income (loss) per share | $ 0.11 | $ 0.32 | $ (0.52) | |||||||||
Class B Ordinary Shares | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Ordinary shares | $ 1,021 | 1,021 | 1,021 | 1,021 | $ 1,021 | $ 1,021 | $ 1,021 | 1,078 | ||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Basic and diluted weighted average shares outstanding | 20,420,250 | 18,750,000 | 20,420,250 | 18,750,000 | 18,983,377 | 18,750,000 | ||||||
Basic and diluted net income (loss) per share | $ 0.11 | $ 0 | $ 0.32 | $ 0 | $ (0.52) | $ 0 | ||||||
Class A Common Stock Subject to Redemption | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Decrease in additional paid-in capital | $ 7,200,000 | |||||||||||
Increase in accumulated deficit | $ 144,400,000 | |||||||||||
Reclassification of permanent to temporary equity | 15,155,185 | |||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Class A ordinary shares subject to redemption | $ 816,810,000 | |||||||||||
As previously reported | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Total assets | 818,575,847 | 818,433,672 | 818,575,847 | 818,368,660 | 751,199,121 | |||||||
Total Liabilities | 84,092,934 | 85,269,207 | 84,092,934 | 105,487,341 | 80,940,965 | |||||||
Class A ordinary shares subject to redemption | 729,482,910 | 728,164,460 | 729,482,910 | 665,258,150 | ||||||||
Additional paid-in capital | 24,670,251 | 7,192,687 | ||||||||||
Accumulated deficit | 1,929,786 | 611,338 | 1,929,786 | (19,671,808) | (2,194,183) | |||||||
Total shareholders' equity | 5,000,003 | 5,000,005 | 5,000,003 | 5,000,009 | 5,000,006 | |||||||
Total liabilities, temporary equity and shareholders' equity (deficit) | 818,368,660 | 751,199,121 | ||||||||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Net income | 1,318,448 | 20,283,146 | 21,601,594 | (19,641,760) | ||||||||
As previously reported | Class A Ordinary Shares | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Ordinary shares | 437 | 443 | 437 | $ 545 | 424 | |||||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Basic and diluted weighted average shares outstanding | 78,961,988 | |||||||||||
Basic and diluted net income (loss) per share | $ 0 | |||||||||||
As previously reported | Class B Ordinary Shares | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Ordinary shares | 1,021 | 1,021 | 1,021 | $ 1,021 | 1,078 | |||||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Basic and diluted weighted average shares outstanding | 18,983,377 | |||||||||||
Basic and diluted net income (loss) per share | $ (1.04) | |||||||||||
As previously reported | Class A Common Stock Subject to Redemption | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Class A ordinary shares subject to redemption | $ 707,881,310 | |||||||||||
Adjustments | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Class A ordinary shares subject to redemption | 87,327,090 | 88,645,540 | 87,327,090 | 151,551,850 | ||||||||
Additional paid-in capital | (24,670,251) | (7,192,687) | ||||||||||
Accumulated deficit | (84,257,894) | (84,257,894) | (84,257,894) | (84,257,894) | (144,358,739) | |||||||
Total shareholders' equity | (87,327,090) | (88,645,540) | (87,327,090) | (108,928,690) | (151,551,850) | |||||||
Adjustments | Class A Ordinary Shares | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Ordinary shares | $ (437) | $ (443) | $ (437) | $ (545) | $ (424) | |||||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Basic and diluted weighted average shares outstanding | (60,133,462) | |||||||||||
Basic and diluted net income (loss) per share | $ (0.52) | |||||||||||
Adjustments | Class B Ordinary Shares | ||||||||||||
Statement of operations as of December 31, 2020 (audited) | ||||||||||||
Basic and diluted net income (loss) per share | $ 0.52 | |||||||||||
Adjustments | Class A Common Stock Subject to Redemption | ||||||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Class A ordinary shares subject to redemption | $ 108,928,690 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 06, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||||||
Federal depository insurance coverage | $ 250,000 | |||||
Offering costs charged to APIC | 800,877 | |||||
Underwriter discounts charged to APIC | 44,924,550 | |||||
Transaction costs allocable to warrant liability | 2,344,508 | |||||
Unrecognized tax benefits | 0 | $ 0 | $ 0 | |||
Class A ordinary shares subject to redemption | 816,810,000 | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 | ||
Amounts accrued for the payment of interest and penalties | $ 0 | $ 0 | ||||
Class A Ordinary Shares | ||||||
Summary of Significant Accounting Policies | ||||||
Class A ordinary shares subject to redemption | $ 816,810,000 | |||||
Share subject to possible redemption (in shares) | 81,681,000 | 81,681,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares Reflected in Balance Sheets (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 06, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Gross proceeds | $ 816,810,000 | |||
Proceeds allocated to Public Warrants | (39,745,978) | |||
Class A ordinary shares issuance costs | (44,871,756) | |||
Accretion of carrying value to redemption value | 84,617,734 | |||
Class A ordinary shares subject to redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A Ordinary Shares | ||||||
Numerator: | ||||||
Allocation of net loss, as adjusted | $ 8,917,498 | $ 26,198,774 | $ (9,780,661) | |||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 81,681,000 | 81,681,000 | 18,828,526 | |||
Basic and diluted net income (loss) per share | $ 0.11 | $ 0.32 | $ (0.52) | |||
Class B Ordinary Shares | ||||||
Numerator: | ||||||
Allocation of net loss, as adjusted | $ 2,229,375 | $ (10,000) | $ 6,549,693 | $ (11,854) | $ (9,861,099) | $ (1,853) |
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 20,420,250 | 18,750,000 | 20,420,250 | 18,750,000 | 18,983,377 | 18,750,000 |
Basic and diluted net income (loss) per share | $ 0.11 | $ 0 | $ 0.32 | $ 0 | $ (0.52) | $ 0 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Feb. 09, 2021 | Nov. 10, 2020 | Oct. 06, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Public Offering | ||||||
Number of units issued | 39,451,134 | |||||
Offering cost | $ 800,880 | |||||
Deferred underwriting commissions | $ 28,588,350 | |||||
Percentage of underwriting discount | 2.00% | |||||
Cash underwriting discount paid | $ 15,000,000 | |||||
Percentage of deferred fee | 3.50% | |||||
Deferred underwriting fee payable | $ 26,250,000 | $ 28,588,350 | ||||
Public Warrants | ||||||
Public Offering | ||||||
Number of units issued | 27,227,000 | 27,227,000 | ||||
Number of shares issuable per warrant | 0.33 | |||||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||||
Threshold maximum period for filing registration statement after business combination | 15 days | |||||
Warrant expiry term | 5 years | 5 years | ||||
Class A Ordinary Shares | ||||||
Public Offering | ||||||
Number of warrants in a unit | 1 | |||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |||
Initial Public Offering | ||||||
Public Offering | ||||||
Number of units issued | 81,681,000 | 75,000,000 | ||||
Price per unit | $ 10 | |||||
Number of shares in a unit | 6,681,000 | |||||
Proceeds from offering | $ 750,000,000 | |||||
Offering cost | 43,541,714 | |||||
Deferred underwriting commissions | $ 26,250,000 | |||||
Initial Public Offering | Public Warrants | ||||||
Public Offering | ||||||
Number of units issued | 39,451,134 | |||||
Number of shares in a unit | 1 | |||||
Number of warrants in a unit | 0.33 | 0.33 | 1 | |||
Number of shares issuable per warrant | 1 | 1 | 1 | |||
Exercise price of warrant | $ 11.50 | |||||
Initial Public Offering | Class A Ordinary Shares | ||||||
Public Offering | ||||||
Common shares, par value, (per share) | $ 0.00005 | |||||
Over-allotment option | ||||||
Public Offering | ||||||
Number of units issued | 6,681,000 | 9,000,000 | ||||
Price per unit | $ 10 | |||||
Proceeds from offering | $ 66,810,000 | |||||
Offering cost | 3,674,550 | |||||
Deferred underwriting commissions | $ 2,338,350 | |||||
Exercise price of warrant | $ 11.50 | |||||
Cash underwriting discount paid | $ 1,336,200 | |||||
Over-allotment option | Class A Ordinary Shares | ||||||
Public Offering | ||||||
Number of units issued | 6,681,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder share (Details) | Sep. 16, 2020shares | Aug. 06, 2020shares | Sep. 30, 2020item$ / sharesshares | Aug. 31, 2020shares | Oct. 31, 2008shares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2020shares | Nov. 10, 2020shares | Dec. 31, 2019$ / sharesshares |
Sponsor | ||||||||||
Related Party Transactions | ||||||||||
Share price | $ / shares | $ 65.25 | |||||||||
Number of shares issued | 75,000 | |||||||||
Common Stock, Shares, Outstanding | 7,187,500 | |||||||||
Founder Shares | ||||||||||
Related Party Transactions | ||||||||||
Share price | $ / shares | $ 0.00087 | |||||||||
Number of shares issued | 25,000 | 1 | ||||||||
Number of independent directors | item | 3 | |||||||||
Common Stock, Shares, Outstanding | 21,562,500 | |||||||||
Recapitalization ratio | 1.33333 | |||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||||||||
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 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||||
Number of shares transferred for no consideration | 1 | |||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||||
Class B Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Common Stock, Shares, Outstanding | 20,420,250 | 20,420,250 | 20,420,250 | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | |||||||
Maximum shares subject to forfeiture | 1,142,250 | |||||||||
Class B Ordinary Shares | Founder Shares | ||||||||||
Related Party Transactions | ||||||||||
Share price | $ / shares | $ 65.25 | |||||||||
Common Stock, Shares, Outstanding | 28,750,000 | 75,000 | ||||||||
Recapitalization ratio | 1.33333 | |||||||||
Class B Ordinary Shares | Founder Shares | Sponsor | ||||||||||
Related Party Transactions | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||||
Over-allotment option | Founder Shares | ||||||||||
Related Party Transactions | ||||||||||
Maximum shares subject to forfeiture | 1,142,250 |
Related Party Transactions - Pr
Related Party Transactions - Private placement warrants (Details) - USD ($) | Nov. 10, 2020 | Oct. 06, 2020 | Dec. 31, 2020 |
Related Party Transactions | |||
Threshold period to complete business combination | 24 months | ||
Private Placement | Sponsor | |||
Related Party Transactions | |||
Number of warrants to purchase the shares issued (in shares) | 890,800 | 11,333,334 | |
Price of warrants (in dollars per share) | $ 1.50 | ||
Purchase price per warrant | $ 1.50 | ||
Proceeds from Issuance of Warrants | $ 1,336,200 | $ 17,000,000 | |
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days | ||
Private Placement | Sponsor | Class A Ordinary Shares | |||
Related Party Transactions | |||
Price of warrants (in dollars per share) | $ 11.50 | ||
Number of shares issuable per warrant | 1 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - Sponsor - USD ($) | Feb. 22, 2021 | Dec. 31, 2020 | Oct. 20, 2020 | Aug. 11, 2020 |
Note | ||||
Related Party Transactions | ||||
Principal amount of promissory note | $ 750,000 | |||
Interest rate per annum | 0.17% | |||
October Note | ||||
Related Party Transactions | ||||
Principal amount of promissory note | $ 1,500,000 | |||
Interest rate per annum | 0.14% | |||
Amount borrowed | $ 1,500,000 | |||
Outstanding balance | $ 1,500,000 | |||
February Note | ||||
Related Party Transactions | ||||
Principal amount of promissory note | $ 800,000 | |||
Interest rate per annum | 0.12% | |||
Amount borrowed | $ 800,000 |
Related Party Transactions - Ad
Related Party Transactions - Advances from Related Parties, Administrative Services Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 147 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Related Party Transactions | |||||
Due to Related Parties | $ 4,222 | $ 4,222 | $ 373,517 | $ 373,517 | |
Threshold period for which expenses are paid | 27 months | ||||
Advances From Related Parties [Member] | |||||
Related Party Transactions | |||||
Offering costs and other expenses | $ 373,517 | $ 0 | 373,517 | ||
Due to Related Parties | 373,517 | 373,517 | |||
Administrative Services Agreement [Member] | |||||
Related Party Transactions | |||||
Expenses per month | 16,667 | 16,667 | |||
Threshold period for which expenses are paid | 27 months | ||||
Expenses incurred | $ 50,001 | $ 150,649 | 46,669 | ||
Accounts payable and accrued expenses | $ 46,669 | $ 46,669 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Nov. 10, 2020 | |
Underwriting Agreement | ||
Underwriting discounts and commissions paid | $ 15,000,000 | |
Other costs and expenses related to IPO | $ 800,880 | |
Deferred underwriting discount percentage | 3.50% | |
Deferred underwriting discount amount | $ 26,250,000 | |
Deferred underwriting commissions | 28,588,350 | |
Over-allotment option | ||
Underwriting Agreement | ||
Underwriting discounts and commissions paid | $ 1,336,200 | |
Deferred underwriting commissions | $ 2,338,350 |
Shareholders' Equity - Prefer_2
Shareholders' Equity - Preferred Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
SHAREHOLDERS' EQUITY | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.00005 | $ 0.00005 | $ 0.00005 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Shareholders' Equity - Ordina_2
Shareholders' Equity - Ordinary Shares (Details) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020shares | Dec. 31, 2020Vote / shares$ / sharesshares | Sep. 30, 2021Vote$ / sharesshares | Nov. 30, 2020shares | Dec. 31, 2019$ / sharesshares | |
Shareholders' Equity | |||||
Number of vote for each ordinary share | Vote / shares | 1 | ||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20.00% | ||||
Common shares, votes per share | Vote / shares | 1 | ||||
Common stock, shares subject to surrender (in shares) | 7,187,500 | ||||
Class A Ordinary Shares | |||||
Shareholders' Equity | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Number of vote for each ordinary share | Vote | 1 | ||||
Common stock shares outstanding including shares subject to possible conversion | 81,681,000 | ||||
Shares subject to possible redemption | 81,681,000 | 0 | |||
Common shares, par value, (per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | ||
Class B Ordinary Shares | |||||
Shareholders' Equity | |||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||
Common shares, par value, (per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | ||
Common shares, shares outstanding | 20,420,250 | 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)_2
Warrants (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Shareholders' Equity | ||
Warrants outstanding | 39,451,134 | 39,451,134 |
Number of units issued | 39,451,134 | |
Derivative warrants liability | $ 57,753,222 | $ 57,753,222 |
Public Warrants | ||
Shareholders' Equity | ||
Warrants outstanding | 27,227,000 | 27,227,000 |
Warrants exercisable term after the completion of a business combination | 30 days | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months | 12 months |
Threshold maximum period for filing registration statement after business combination | 15 days | |
Warrant expiry term | 5 years | 5 years |
Number of units issued | 27,227,000 | 27,227,000 |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||
Shareholders' Equity | ||
Redemption price per warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Private Placement Warrants | ||
Shareholders' Equity | ||
Warrants outstanding | 12,224,134 | |
Warrants exercisable term after the completion of a business combination | 30 days | |
Number of units issued | 12,224,134 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - USD ($) | Oct. 06, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||
Investment held in Trust Account | $ 817,227,602 | $ 816,985,533 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liability | 32,170,529 | 74,642,310 | |
Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Number of shares issuable per warrant | 0.33 | ||
Class A Ordinary Shares | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Number of warrants in a unit | 1 | ||
Level 1 | Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Investment held in Trust Account | 817,227,602 | 816,985,533 | |
Level 1 | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liability | 22,190,005 | 51,186,760 | |
Level 3 | Recurring | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liability | 57,753,222 | ||
Level 3 | Recurring | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liability | $ 9,980,524 | $ 23,455,550 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 74,642,310 | $ 0 | |
Derivative warrant liability | $ 32,170,529 | 32,170,529 | 74,642,310 |
Change in fair value of derivative warrants | 15,086,661 | 42,471,781 | (16,889,088) |
Ending Balance | 32,170,529 | 32,170,529 | 74,642,310 |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 14,857,060 | 23,455,550 | |
Change in fair value of derivative warrants | (4,876,536) | (13,475,026) | |
Ending Balance | $ 9,980,524 | 9,980,524 | 23,455,550 |
Recurring | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 23,455,550 | ||
Derivative warrant liability | 57,753,222 | ||
Transfer to Level 1 | (39,745,978) | ||
Change in fair value of derivative warrants | 5,448,306 | ||
Ending Balance | $ 23,455,550 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Oct. 06, 2020 | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Gain on change in fair value of derivative liabilities | $ (15,086,661) | $ (42,471,781) | $ 16,889,088 | |||
Derivative liability | 32,170,529 | 32,170,529 | 74,642,310 | $ 0 | ||
Excess of proceeds received over fair value of private warrant liabilities | 328,959 | |||||
Public Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Excess of proceeds received over fair value of private warrant liabilities | 328,956 | |||||
Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Gain on change in fair value of derivative liabilities | 4,876,536 | 13,475,026 | ||||
Derivative liability | $ 9,980,524 | $ 9,980,524 | $ 23,455,550 | $ 14,857,060 | ||
Risk-free interest rate | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 1.07 | 1.07 | 0.49 | |||
Risk-free interest rate | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 0.49 | 0.43 | ||||
Expected life of grants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 5.51 | 5.51 | 5.9 | |||
Expected life of grants | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 5.9 | 6 | ||||
Expected volatility of underlying stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 13.8 | 13.8 | ||||
Expected volatility of underlying stock | Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 10 | |||||
Expected volatility of underlying stock | Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 30 | |||||
Expected volatility of underlying stock | Level 3 | Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 10 | 10 | ||||
Expected volatility of underlying stock | Level 3 | Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 30 | 30 | ||||
Dividends | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 0 | 0 | 0 | |||
Dividends | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 0 | 0 |