Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | INVESTINDUSTRIAL ACQUISITION CORP. | |
Entity Central Index Key | 0001825042 | |
Entity File Number | 001-39720 | |
Entity Tax Identification Number | 98-1556465 | |
Entity Incorporation, State or Country Code | E9 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | Suite 1 | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, Address Line Three | 11-12 St James’s Square | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | SW1Y 4LB | |
City Area Code | +44 20 | |
Local Phone Number | +44 20 7400 3333 | |
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | IIAC | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | IIAC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | IIAC WS | |
Security Exchange Name | NYSE |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 361,273 | $ 1,044,177 |
Prepaid Expenses | 1,010,002 | 751,781 |
Total Current Assets | 1,371,275 | 1,795,958 |
Investments held in Trust Account | 402,511,996 | 402,500,000 |
Total Assets | 403,883,271 | 404,295,958 |
Current liabilities | ||
Accounts payable | 57,662 | 767,969 |
Accrued expenses | 404,566 | 428,433 |
Note payable - related party | 1,250,000 | 0 |
Due to related party | 74,000 | 14,000 |
Total current liabilities | 1,786,228 | 1,210,402 |
Deferred underwriting commissions | 14,087,500 | 14,087,500 |
Derivative warrant liabilities | 20,921,334 | 29,370,333 |
Total liabilities | 36,795,062 | 44,668,235 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 36,208,820 and 35,462,772 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively | 362,088,200 | 354,627,720 |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional Paid in Capital | 2,336,837 | 9,867,922 |
Retained Earnings (Deficit) | 2,661,761 | (4,869,404) |
Total Shareholders' Equity | 5,000,009 | 5,000,003 |
Total Liabilities and Shareholders' Equity | 403,883,271 | 404,295,958 |
Common Class A [Member] | ||
Shareholders' Equity: | ||
Common Stock | 405 | 479 |
Total Shareholders' Equity | 405 | 479 |
Common Class B [Member] | ||
Shareholders' Equity: | ||
Common Stock | 1,006 | 1,006 |
Total Shareholders' Equity | $ 1,006 | $ 1,006 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preference stock, Shares par value | $ 0.0001 | $ 0.0001 |
Preference stock, Shares authorized | 5,000,000 | 5,000,000 |
Preference stock, Shares issued | 0 | 0 |
Preference stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Preference stock, Shares outstanding | 0 | |
Common stock, Shares par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 500,000,000 | 500,000,000 |
Common stock, Shares issued | 4,041,180 | 4,787,288 |
Common stock, Shares outstanding | 4,041,180 | 4,787,288 |
Redemption of shares, par value | $ 10 | $ 10 |
Ordinary shares subject to possible redemption | 36,208,820 | 35,462,772 |
Common Class B [Member] | ||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 50,000,000 | 50,000,000 |
Common stock, Shares issued | 10,062,500 | 10,062,500 |
Common stock, Shares outstanding | 10,062,500 | 10,062,500 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 647,591 | $ 929,830 |
Loss from operations | (647,591) | (929,830) |
Other Income (Expense): | ||
Dividend income on investment held in Trust Account | 6,131 | 11,996 |
Change in fair value of warrant liabilities | (4,425,668) | 8,448,999 |
Other Income (Expense) | (4,419,537) | 8,460,995 |
Net Income (Loss) | $ (5,067,128) | $ 7,531,165 |
Common Class A [Member] | ||
Other Income (Expense): | ||
Weighted average shares outstanding, basic and diluted | 40,250,000 | 40,250,000 |
Basic and diluted net income per ordinary share | $ 0 | $ 0 |
Common Class B [Member] | ||
Other Income (Expense): | ||
Weighted average shares outstanding, basic and diluted | 10,062,500 | 10,062,500 |
Basic and diluted net income per ordinary share | $ (0.50) | $ 0.75 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] |
Beginning Balance at Dec. 31, 2020 | $ 5,000,003 | $ 9,867,922 | $ (4,869,404) | $ 479 | $ 1,006 |
Beginning Balance (in shares) at Dec. 31, 2020 | 4,787,228 | 10,062,500 | |||
Change in value of Class A ordinary shares subject to possible redemption (Shares) | (1,252,761) | ||||
Change in value of Class A ordinary shares subject to possible redemption | (12,527,610) | (9,797,243) | (2,730,242) | $ (125) | |
Offering costs | (70,679) | (70,679) | |||
Net income | 12,598,293 | 12,598,293 | |||
Ending Balance at Mar. 31, 2021 | 5,000,007 | 0 | 4,998,647 | $ 354 | $ 1,006 |
Ending Balance (in shares) at Mar. 31, 2021 | 3,534,467 | 10,062,500 | |||
Beginning Balance at Dec. 31, 2020 | 5,000,003 | 9,867,922 | (4,869,404) | $ 479 | $ 1,006 |
Beginning Balance (in shares) at Dec. 31, 2020 | 4,787,228 | 10,062,500 | |||
Net income | 7,531,165 | ||||
Ending Balance at Jun. 30, 2021 | 5,000,009 | 2,336,837 | 2,661,761 | $ 405 | $ 1,006 |
Ending Balance (in shares) at Jun. 30, 2021 | 4,041,180 | 10,062,500 | |||
Beginning Balance at Mar. 31, 2021 | 5,000,007 | 0 | 4,998,647 | $ 354 | $ 1,006 |
Beginning Balance (in shares) at Mar. 31, 2021 | 3,534,467 | 10,062,500 | |||
Change in value of Class A ordinary shares subject to possible redemption (Shares) | 506,713 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 5,067,130 | 2,336,837 | 2,730,242 | $ 51 | |
Net income | (5,067,128) | (5,067,128) | |||
Ending Balance at Jun. 30, 2021 | $ 5,000,009 | $ 2,336,837 | $ 2,661,761 | $ 405 | $ 1,006 |
Ending Balance (in shares) at Jun. 30, 2021 | 4,041,180 | 10,062,500 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 7,531,165 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (8,448,999) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (258,221) |
Accounts payable | (710,307) |
Accrued expenses | (23,867) |
Due to related party | 60,000 |
Dividend income | (11,996) |
Net cash used in operating activities | (1,862,225) |
Cash Flows from Financing Activities: | |
Payment of offering costs | (70,679) |
Proceeds from issuance of note payable to related party | 1,250,000 |
Net cash provided by financing activities | 1,179,321 |
Net decrease in cash | (682,904) |
Cash - Beginning of the period | 1,044,177 |
Cash - End of the period | 361,273 |
Supplemental disclosure of noncash investing and financing activities: | |
Change in value of Class A ordinary shares subject to possible redemption | $ 7,460,480 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Investindustrial Acquisition Corp. (the “Company” or “IIAC”) was incorporated as a Cayman Islands exempted company on September 7, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and manage a business in the industrial and consumer sectors. The Company is an emerging growth company and, as such, is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from September 7, 2020 (inception) through June 30, 2021 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”) described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and recognizes changes in the fair value of derivative warrant liabilities as other income (expense). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Investindustrial Acquisition Corp. L.P, a limited partnership incorporated in England and Wales (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2020. On November 23, 2020, the Company consummated its Initial Public Offering of 35,000,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”, and, with respect to the warrants sold as part of the Units in the Initial Public Offering, whether purchased thereby or thereafter in the open market, the “Public Warrants”) offering price of $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring approximately $12.3 million in deferred underwriting commissions (see Note 5). The Company granted the underwriters of the Initial Public Offering (the “Underwriters”) a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over- allotments (the “Over-Allotment Option”), if any, at $10.00 per Unit. On November 24, 2020, the Underwriters fully exercised the Over-Allotment Option to purchase an additional 5,250,000 Units (the “Over-Allotment Units”). On November 27, 2020, the Company completed the sale of the Over-Allotment Units to Underwriters (the “Over-Allotment”), generating gross proceeds of $52.5 million, and incurred additional deferred underwriting commissions of $1.8 million in deferred underwriting commissions (see Note 6). The Company also incurred additional offering costs of approximately $9.2 million associated with the Initial Public Offering and completion of the Over-Allotment sale. Simultaneously with the closing of the Initial Public Offering, the Company completed a private placement (the “Private Placement”) of 6,000,000 warrants (each a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million. Simultaneously with the closing of the Over-Allotment Units, on November 27, 2020, the Company consummated a second private placement (the “Second Private Placement”), resulting in the purchase of an aggregate of an additional 700,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $1.1 million. Upon the closing of the Initial Public Offering and the Private Placement, an aggregate of $350.0 million ($10.00 per Unit), consisting of $343.0 million of net proceeds of the Initial Public Offering and $7.0 million of the gross proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Upon closing of the Over-Allotment and the Second Private Placement, an aggregate of $52.5 million ($10.00 per Unit) was placed in the Trust Account, for a total of $402.5 million deposited in the Trust Account. The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the Underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or November 23, 2022 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 pay for its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Warrants held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The Underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On July 18, 2021, the Company, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among IIAC, Ermenegildo Zegna Holditalia SpA, a joint stock company incorporated under Italian law (“Zegna”) and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”). The Business Combination Agreement provides for, among other things, the following transactions: (i) Zegna will implement a cross-border conversion and transfer its legal seat from Italy to The Netherlands and be organized as a Dutch public limited liability company (the “Conversion”), (ii) in connection with the Conversion Zegna will undergo a share split (or other transaction or share reorganization with a similar effect) to ensure the then existing shareholders of Zegna will hold 155,400,000 Zegna Ordinary Shares immediately following the Closing, (iii) Strategic Holding Group S.à.r.l., an affiliate of the Sponsor (the “Forward Purchaser”), will purchase 22,500,000 Class A ordinary shares, $0.0001, par value, of IIAC (“Class A ordinary shares”) from IIAC for an aggregate purchase price of €184.5 million ($219.3 million), subject to adjustment (the “Forward Purchase”), (iv) following the Forward Purchase, Merger Sub will merge with and into IIAC, with IIAC as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Zegna (the “Merger”), (v) (a) in connection with the Merger, each issued and outstanding Public Shares and Founder Shares (as defined below) (collectively, the “IIAC Shares”) will be exchanged as of the effective time of the Merger into one ordinary share of Zegna (“Zegna Ordinary Shares”) and (b) each outstanding warrant to purchase IIAC Shares will convert into, or be exchanged for, as applicable, warrants to acquire Zegna Ordinary Shares and (vi) upon distribution by IIAC to Zegna of proceeds received from the Forward Purchase and the aggregate cash proceeds from IIAC’s trust account (net of redemptions and transaction expenses) (the “Capital Distribution”) and after giving effect to the PIPE Financing (as described below), Zegna will purchase from certain of its existing shareholders, 54,600,000 Zegna Ordinary Shares for an amount equal to €455.0 million ($540.7 million) (the “Share Repurchase”). The Conversion, the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution, the Share Repurchase and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. The Business Combination is expected to close in the fourth quarter of 2021, following the receipt of the required approval by IIAC’s shareholders and the fulfillment of other customary closing conditions. Refer to the Company’s current report on Form 8-K, filed with the SEC on July 19, 2021. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $361,000 in its operating bank account, a negative working capital of approximately $415,000, and cash and marketable securities held in the Trust Account of $402.5 million. The Company’s liquidity needs up to June 30, 2021 had been satisfied through $25,000 paid by the Sponsor to cover certain expenses on the Company’s behalf in exchange for the issuance of the Founder Shares (as defined below), a loan of approximately $61,000 pursuant to a promissory note issued to the Sponsor (the “Promissory Note”), and an additional loan of approximately $66,000 from the Sponsor under the Promissory Note, for a total amount of approximately $127,000 under the Promissory Note, the proceeds from the consummation of the Private Placement not held in the Trust Account, and additional promissory notes (the “Additional Promissory Notes”) from the Sponsor for a combined amount of $1,250,000. The Company repaid the Promissory Note in full on December 11, 2020 (see Note 4). The Additional Promissory Notes were issued on January 15, 2021, in the amount of $750,000, and on April 19, 2021 in the amount of $500,000, respectively, each as a Working Capital Loan (see Note 4). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds held outside the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable) to complete our initial business combination. We may withdraw interest from the trust account to pay franchise and income taxes. To the extent that the Company’s equity 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. Basis of Presentation The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the period presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed interim financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed interim 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 unaudited condensed interim 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 conforming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $361,000 in cash and no cash equivalents as of June 30, 2021. The Company had approximately $1.0 million Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. As of June 30, 2021 and December 31, 2020, 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 values of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying condensed interim financial statements, primarily due to their short-term nature. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for Class A ordinary shares is calculated by dividing interest income earned and realized gains or losses on the Trust Account for the three and six months ended June 30, 2021, by the weighted average number of Class A ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in our Initial Public Offering (including the consummation of the over-allotment option) and the private placement to purchase an aggregate of 20,116,667 Class A ordinary shares in the calculation of diluted net income (loss) per ordinary share, because the warrants were out of the money during the period. The Trust Account generated $6,131 in dividend income for the three months ended June 30, 2021 and $11,996 for the six months ended June 30, 2021. Net income (loss) per share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income (loss) attributable to Class B ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. Class B ordinary shares include the Founder Shares (as defined in Note 4) as these shares do not have any redemption features and do not participate in the income or losses of the Trust Account. At June 30, 2021, other than the warrants, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, $22.3 million, million, Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statement of operations. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. The Company issued an aggregate of 13,416,667 Public Warrants in the Initial Public Offering and upon the underwriters’ exercise of their over-allotment option, and issued 6,700,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as liabilities in accordance with ASC 815-40. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusted the instruments to fair value at each reporting period. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits for the three months ended June 30, 2021. The Company’s management determined that the Cayman Islands and the United Kingdom are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. 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. Central management and control of the Company has been exercised in the United Kingdom since incorporation and accordingly the Company should be treated as tax resident in the United Kingdom from its inception. In accordance with United Kingdom taxation law, income taxes are levied on the Company’s taxable profits at the rate of 19%. Management has determined that certain expenses incurred through June 30, 2021 may be deductible in the United Kingdom, however given the quantum of these expenses, noting the Company’s first tax accounting period will be the period from September 7, 2020 (inception) to September 6, 2021, and given the uncertainty whether future taxable income will arise to the Company which could be offset against such expenses, no provision for income taxes has been made in the three months ended June 30, 2021. 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. 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. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Investments Held in Trust Account The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 36,208,820 and 35,462,772 Class A ordinary shares, respectively, are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On November 23, 2020, the Company consummated its Initial Public Offering of 35,000,000 Units, at an offering price of $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring approximately $12.3 million in deferred underwriting commissions. On November 24, 2020, the Underwriters fully exercised the Over-Allotment Option to purchase an additional 5,250,000 Units. On November 27, 2020, the Company completed the sale of the Over-Allotment Units to the Underwriters, generating gross proceeds of approximately $52.5 million, and incurring additional deferred underwriting commissions of approximately $1.8 million. The Company also incurred additional offering costs of approximately $9.2 million. Each Unit consists of one Class A ordinary share and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On September 10, 2020, the Sponsor paid $25,000 to cover certain costs of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On November 18, 2020, the Sponsor transferred an aggregate of 125,000 Founder Shares to the Company’s independent directors. The initial shareholders 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 and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of approximately $9.0 million. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. In connection with the underwriters’ full exercise of its Over-Allotment Option, the Company also consummated the sale of an additional 700,000 Private Placement Warrants at $1.50 per warrant, generating total proceeds of approximately $1.1 million (see Note 6). 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 September 10, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan was non-interest bearing and payable upon the earlier of March 31, 2021, or the completion of the Initial Public Offering. The Company repaid all amounts outstanding under the Promissory Note in full on December 11, 2020 in connection with the closing of the Initial Public Offering. Furthermore, on January 15, 2021 and on April 19, 2021, the Company entered into a convertible promissory note with Sponsor pursuant to which Sponsor agreed to loan the Company up to an aggregate principal amount of $1,250,000 (the “Additional Promissory Note”) as Working Capital Loans (as defined below). The Additional Promissory Note is non-interest bearing and due on the earlier of: (i) November 23, 2022 or (ii) the effective date of a Business Combination. Up to $1,250,000 of the Additional Promissory Note may be converted into warrants to purchase Class A ordinary shares at a conversion price of $1.50 per warrant at the option of Sponsor. If Sponsor elects such conversion, the terms of the warrants issued in connection with such conversion would be identical to the Private Placement Warrants. Pursuant to the Sponsor Letter Agreement, entered into among the Company, Zegna, the Sponsor and the current independent directors of the Company, the Company and the Sponsor have agreed not to convert the Working Capital Loans into warrants without the consent of Zegna. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. The Company has no borrowings outstanding under this agreement to date. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company began to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $30,000 in expenses in connection with such services during the three months ended June 30, 2021 and $60,000 during the six months ended June 30, 2021 as reflected in the accompanying condensed statement of operations. As of June 30, 2021 and December 31, 2020, Forward Purchase Agreement On November 18, 2020, the Company entered into a forward purchase agreement with the Forward Purchaser (the “Forward Purchase Agreement”), pursuant to which such affiliate has committed to purchase up to 25,000,000 of the Company’s Class A ordinary shares for $10 per share, or an aggregate amount of up to $250 million, in a private placement that would occur concurrently with the consummation of the initial Business Combination. On July 18, 2021, the Company entered into the Business Combination, providing for, among other things, the amendment of the Forward Purchase Agreement. On July 26, 2021, the Company and the Forward Purchaser entered into the Amendment to the Forward Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the Forward Purchaser committed to purchase 22,500,000 Class A ordinary shares for an aggregate purchase price of €184.5 million ($219.3 million), subject to adjustment in accordance with the terms of the Amendment, which forward purchase shall be consummated on the closing date of the transactions contemplated by the Business Combination Agreement. A copy of the Amendment is filed with the Current Report on Form 8-K filed on July 28, 2021 as Exhibit 10.1 and the foregoing description of the Amendment is qualified in its entirety by reference thereto. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of 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 the Working Capital Loans are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Warrants, 30 days after the completion of the Company’s Business Combination. 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 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, at the Initial Public Offering price less the underwriting discounts and commissions. On November 24, 2020, the Underwriters fully exercised the over-allotment option to purchase the Over-Allotment Units and on November 27, 2020, the Company completed the sale of the Over-Allotment Units to Underwriters. The Underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $8.1 million in the aggregate, paid upon the closing of the Initial Public Offering and consummation of the over-allotment option. In addition, $0.35 per Unit, or approximately $14.1 million in the aggregate will be payable to the Underwriters for deferred underwriting commissions. The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 6—Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Warrants) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company had 13,416,667 and 6,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The 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 Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, which we refer to as the “30-day redemption period”; and • if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; and • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Company’s Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering except that, so long as they are held by its sponsor or its permitted transferees, the Private Placement Warrants are subject to the transfer restrictions, may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of an initial business combination, may be exercised by the holders on a cashless basis and will be entitled to registration rights. If the Private Placement Warrants are held by holders other than its sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Initial Public Offering. If the Company does not complete its initial business combination within the required time period, the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) are not be transferable, assignable or salable until 30 days after the completion of an initial business combination. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-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. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021, and December 31, 2020 the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised mainly of investments in U.S. government securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 402,511,996 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 13,953,333 $ — $ — Derivative warrant liabilities – Private $ — $ 6,968,000 $ — The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 402,500,000 $ — $ — Liabilities: Derivative warrant liabilities – Public $ — $ — $ 19,588,333 Derivative warrant liabilities – Private $ — $ — $ 9,782,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The Public Warrants began to trade on January 11, 2021, and were moved from Level 3 to Level 1. The Private Warrants do not trade; however, as of the commencement of trading of the Public Warrants, the price of the Public Warrants has been used as an input to the valuation of the Private Warrants, which moved from Level 3 to Level 2. Level 1 instruments further include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Derivative Warrant Liabilities The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the Company’s balance sheet. The derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of derivative warrant liabilities in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model both at issuance and as of December 31, 2020. For the six months ended June 30, 2021 the Company recognized a loss to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $8.4 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Public Warrants, prior to being separately listed and traded, and the Private Placement Warrants were determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2020: Share price $ 9.79 Exercise price $ 11.50 Risk-free interest rate 0.69 % Volatility 23.0 % Expected term (years) 5.0 Dividend yield 0.0 % Warrants are measured at fair value on a recurring basis. The Public Warrants began trading on January 11, 2021, and quoted market prices were used for the Level 1 fair value measurement of the Public Warrants as of June 30, 2021. The Private Warrants are not publicly traded. The subsequent measurement of the Public Warrants as of June 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the company determined that the fair value of each Private Placement Warrant is equivalent to that of each public warrant. As such, the Private Placement Warrants are classified as Level 2. The following table presents a roll-forward of the fair value of Level 3 (significant unobservable inputs) assets and liabilities for the six months ended June 30, 2021: Public Warrant Private Warrant Total Warrant Beginning balance at December 31, 2020 $ 19,588,333 $ 9,782,000 $ 29,370,333 Change in fair value (8,586,667 ) (4,288,000 ) (12,874,667 ) Transfers out of Level 3 during three months ended March 31, 2021 (11,001,666 ) (5,494,000 ) (16,495,666 ) Ending balance as of June 30, 2021 $ — $ — $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed interim financial statements were issued. Based upon this review, the Company identified two subsequent events that required adjustment or disclosure in the unaudited condensed interim financial statements. On July 18, 2021, the Company, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among IIAC, Ermenegildo Zegna Holditalia SpA, a joint stock company incorporated under Italian law (“Zegna”) and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”). The Business Combination Agreement provides for, among other things, the following transactions: (i) Zegna will implement a cross-border conversion and transfer its legal seat from Italy to The Netherlands and be organized as a Dutch public limited liability company (the “Conversion”), (ii) in connection with the Conversion Zegna will undergo a share split (or other transaction or share reorganization with a similar effect) to ensure the then existing shareholders of Zegna will hold 155,400,000 Zegna Ordinary Shares immediately following the Closing, (iii) Strategic Holding Group S.à.r.l., an affiliate of the Sponsor (the “Forward Purchaser”), will purchase 22,500,000 Class A ordinary shares from IIAC for an aggregate purchase price of €184.5 million, million The Conversion, the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution, the Share Repurchase and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. The Business Combination is expected to close in the fourth quarter of 2021, following the receipt of the required approval by IIAC’s shareholders and the fulfillment of other customary closing conditions. On July 26, 2021, IIAC and the Forward Purchaser entered into the Amendment to the Forward Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the Forward Purchaser committed to purchase from IIAC 22,500,000 Class A ordinary shares for an aggregate purchase price of €184.5 million, |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed interim financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 the unaudited condensed interim 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 unaudited condensed interim 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 conforming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $361,000 in cash and no cash equivalents as of June 30, 2021. The Company had approximately $1.0 million |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. As of June 30, 2021 and December 31, 2020, 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 values of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying condensed interim financial statements, primarily due to their short-term nature. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for Class A ordinary shares is calculated by dividing interest income earned and realized gains or losses on the Trust Account for the three and six months ended June 30, 2021, by the weighted average number of Class A ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in our Initial Public Offering (including the consummation of the over-allotment option) and the private placement to purchase an aggregate of 20,116,667 Class A ordinary shares in the calculation of diluted net income (loss) per ordinary share, because the warrants were out of the money during the period. The Trust Account generated $6,131 in dividend income for the three months ended June 30, 2021 and $11,996 for the six months ended June 30, 2021. Net income (loss) per share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income (loss) attributable to Class B ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. Class B ordinary shares include the Founder Shares (as defined in Note 4) as these shares do not have any redemption features and do not participate in the income or losses of the Trust Account. At June 30, 2021, other than the warrants, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, $22.3 million, million, |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statement of operations. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. The Company issued an aggregate of 13,416,667 Public Warrants in the Initial Public Offering and upon the underwriters’ exercise of their over-allotment option, and issued 6,700,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as liabilities in accordance with ASC 815-40. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusted the instruments to fair value at each reporting period. |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits for the three months ended June 30, 2021. The Company’s management determined that the Cayman Islands and the United Kingdom are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. 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. Central management and control of the Company has been exercised in the United Kingdom since incorporation and accordingly the Company should be treated as tax resident in the United Kingdom from its inception. In accordance with United Kingdom taxation law, income taxes are levied on the Company’s taxable profits at the rate of 19%. Management has determined that certain expenses incurred through June 30, 2021 may be deductible in the United Kingdom, however given the quantum of these expenses, noting the Company’s first tax accounting period will be the period from September 7, 2020 (inception) to September 6, 2021, and given the uncertainty whether future taxable income will arise to the Company which could be offset against such expenses, no provision for income taxes has been made in the three months ended June 30, 2021. |
Recent Accounting Pronouncements | 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. 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. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 36,208,820 and 35,462,772 Class A ordinary shares, respectively, are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 402,511,996 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 13,953,333 $ — $ — Derivative warrant liabilities – Private $ — $ 6,968,000 $ — The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 402,500,000 $ — $ — Liabilities: Derivative warrant liabilities – Public $ — $ — $ 19,588,333 Derivative warrant liabilities – Private $ — $ — $ 9,782,000 |
Summary of quantitative information regarding Level 3 initial fair value measurements of warrants | The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2020: Share price $ 9.79 Exercise price $ 11.50 Risk-free interest rate 0.69 % Volatility 23.0 % Expected term (years) 5.0 Dividend yield 0.0 % |
Summary of Roll-forward of the Fair Value of Level 3 | The following table presents a roll-forward of the fair value of Level 3 (significant unobservable inputs) assets and liabilities for the six months ended June 30, 2021: Public Warrant Private Warrant Total Warrant Beginning balance at December 31, 2020 $ 19,588,333 $ 9,782,000 $ 29,370,333 Change in fair value (8,586,667 ) (4,288,000 ) (12,874,667 ) Transfers out of Level 3 during three months ended March 31, 2021 (11,001,666 ) (5,494,000 ) (16,495,666 ) Ending balance as of June 30, 2021 $ — $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) $ / shares in Units, € in Millions | Jul. 18, 2021USD ($)$ / sharesshares | Jul. 18, 2021EUR (€)shares | Apr. 19, 2021USD ($) | Jan. 15, 2021USD ($) | Nov. 27, 2020USD ($)$ / sharesshares | Nov. 23, 2020USD ($)$ / sharesshares | Sep. 10, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Payment towards restricted investments | $ 402,500,000 | $ 402,511,996 | |||||||
Temporary equity redemption price per share | $ / shares | $ 10 | ||||||||
Minimum networth to effect business combination | $ 5,000,001 | ||||||||
Percentage of public shareholding redeemable in case the business combination does not occur | 100.00% | ||||||||
Expenses payable on dissolution | $ 100,000 | ||||||||
Per share amount in the trust account for distribution to the public shareholders | $ / shares | $ 10 | ||||||||
Per share value of assets available for distribution on liquidation | $ / shares | $ 10 | ||||||||
Cash | $ 1,044,177 | $ 361,273 | |||||||
Negative working capital | 415,000 | ||||||||
Promissory Notes issued | $ 1,250,000 | ||||||||
Zegna [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares to be purchased in a future transaction | shares | 54,600,000 | 54,600,000 | |||||||
Price of shares to be purchased in a future transaction | $ 540,700,000 | € 455 | |||||||
Shares to be converted in a future transaction | shares | 155,400,000 | 155,400,000 | |||||||
Notes Payable, Other Payables [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Promissory Notes issued | $ 750,000 | ||||||||
Working Capital Loan [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Working Capital Loans | $ 500,000 | ||||||||
Common Class A [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Percentage of public shareholding that can be transferred without any restriction | 15.00% | ||||||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares to be issued in a future transaction | shares | 22,500,000 | 22,500,000 | |||||||
Price of shares to be issued in a future transaction | $ 219,300,000 | € 184.5 | |||||||
IPO [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Additional offering costs | $ 9,200,000 | ||||||||
IPO [Member] | Class A common stock and public warrants [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 | |||||||
Proceeds from initial public offer | $ 350,000,000 | ||||||||
Deferred underwriting commissions non current | $ 12,300,000 | ||||||||
Option period for the underwriter's over-allotment option | 45 days | ||||||||
Stock shares issued during the period | shares | 35,000,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Sale of stock issue price per share | $ / shares | $ 10 | ||||||||
Stock shares issued during the period | shares | 5,250,000 | ||||||||
Over-Allotment Option [Member] | Class A common stock and public warrants [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from the underwriters over-allotment option | $ 52,500,000 | ||||||||
Deferred underwriting commissions non current | $ 1,800,000 | ||||||||
Stock shares issued during the period | shares | 5,250,000 | ||||||||
Private placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Warrants issued during the period | shares | 6,000,000 | ||||||||
Warrants issued price per warrant | $ / shares | $ 1.50 | ||||||||
Proceeds from warrants issued | $ 9,000,000 | ||||||||
Second private placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Warrants issued during the period | shares | 700,000 | ||||||||
Over allotment option and second private placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Sale of stock issue price per share | $ / shares | $ 10 | ||||||||
Proceeds from initial public offer | $ 52,500,000 | ||||||||
Proceeds from warrants issued | 1,100,000 | ||||||||
Payment towards restricted investments | $ 402,500,000 | ||||||||
Sponsor [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Related party transaction amounts of transaction | $ 25,000 | $ 25,000 | |||||||
Asset Held In Trust [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Sale of stock issue price per share | $ / shares | $ 10 | ||||||||
Net proceeds from issuance initial public offering | $ 343,000,000 | ||||||||
Proceeds from warrants issued | 7,000,000 | ||||||||
Payment towards restricted investments | $ 350,000,000 | ||||||||
Term of restricted investments | 185 days or less | ||||||||
Related Party Loans [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from Related Party Debt | $ 61,000 | ||||||||
Proceeds From Related Party Debt Additional | 66,000 | ||||||||
Related party note payable, short term | 127,000 | ||||||||
Convertible Promissory Note [Member] | Sponsor [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 1,250,000 | $ 1,250,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash | $ 361,273 | $ 361,273 | $ 361,273 | $ 1,044,177 | |
Cash federal depository insurance coverage | 250,000 | 250,000 | $ 250,000 | ||
Income tax rate | 19.00% | ||||
unrecognized tax benefits | 0 | 0 | $ 0 | ||
Cash equivalents | $ 0 | 0 | $ 0 | $ 0 | |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 20,116,667 | ||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 70,679 | ||||
Non Cash Deferred Under Writing Commissions | $ 14,100,000 | ||||
Marketable Securities, Unrealized Gain (Loss) | $ 6,131 | $ 11,996 | |||
IPO [Member] | |||||
Number of warrants issued | 13,416,667 | ||||
Private Placement [Member] | |||||
Number of warrants issued | 6,700,000 | ||||
Common Class A [Member] | |||||
Ordinary shares subject to possible redemption | 36,208,820 | 35,462,772 | |||
Warrant [Member] | |||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 22,300,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 27, 2020 | Nov. 23, 2020 | Jun. 30, 2021 |
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Additional offering costs | $ 9.2 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period shares new issues | 5,250,000 | ||
Stock shares issued during the period | 5,250,000 | ||
Sale of stock issue price per share | $ 10 | ||
Class A common stock and public warrants [Member] | IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period shares new issues | 35,000,000 | ||
Stock shares issued during the period | 35,000,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer | $ 350 | ||
Deferred underwriting commissions non current | $ 12.3 | ||
Class A common stock and public warrants [Member] | Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period shares new issues | 5,250,000 | ||
Stock shares issued during the period | 5,250,000 | ||
Proceeds from over allotment exercises | $ 52.5 | ||
Deferred underwriting commissions non current | $ 1.8 | ||
Public warrants [Member] | |||
Initial Public Offering [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
Number of shares entitlement per warrant | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, € in Millions | Jul. 18, 2021USD ($)$ / sharesshares | Jul. 18, 2021EUR (€)shares | Jan. 15, 2021USD ($)$ / shares | Nov. 27, 2020USD ($)$ / sharesshares | Nov. 23, 2020USD ($)$ / sharesshares | Nov. 18, 2020USD ($)$ / sharesshares | Sep. 10, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares |
Due to Related Parties, Current | $ 74,000 | $ 14,000 | $ 74,000 | |||||||
Related Party Loans [Member] | ||||||||||
Working Capital Loans Description | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. The Company has no borrowings outstanding under this agreement to date. | |||||||||
Independent Directors Member [Member] | Founder Shares [Member] | ||||||||||
Shares transferred to related party | shares | 125,000 | |||||||||
Office Space Secretarial And Administrative Services [Member] | ||||||||||
Related party transaction amounts of transaction | $ 10,000 | |||||||||
Administration Services [Member] | ||||||||||
Related party expense | $ 30,000 | $ 60,000 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Warrants issued during the period | shares | 6,000,000 | |||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||
Warrants issued price per warrant | $ / shares | $ 1.50 | |||||||||
Proceeds from Issuance of Private Placement | $ 9,000,000 | |||||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |||||||||
Over-Allotment Option And Private Placement Warrants [Member] | ||||||||||
Warrants issued during the period | shares | 700,000 | |||||||||
Warrants issued price per warrant | $ / shares | $ 1.50 | |||||||||
Proceeds from Issuance of Private Placement | $ 1,100,000 | |||||||||
Common Class B [Member] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Class A [Member] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Price of shares to be issued in a future transaction | $ 219,300,000 | € 184.5 | ||||||||
Shares to be issued in a future transaction | shares | 22,500,000 | 22,500,000 | ||||||||
Common Class A [Member] | Forward purchase agreement [Member] | ||||||||||
Purchase agreement | shares | 25,000,000 | |||||||||
Share Price | $ / shares | $ 10 | |||||||||
Forward purchase agreement | $ 250,000,000 | |||||||||
Sponsor [Member] | ||||||||||
Related party transaction amounts of transaction | $ 25,000 | $ 25,000 | ||||||||
Sponsor [Member] | Related Party Loans [Member] | ||||||||||
Cover Expenses Related to Initial Public Offering | $ 300,000 | |||||||||
Sponsor [Member] | Convertible Promissory Note [Member] | ||||||||||
Debt Instrument, Face Amount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | |||||||
Debt instrument, maturity date | Nov. 23, 2022 | |||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||
Share transfer, trigger price price per share | $ / shares | $ 12 | $ 12 | ||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||
Number of trading days for determining share price | 30 days | |||||||||
Number of days for a particular event to get over for determning trading period | 150 days | |||||||||
Sponsor [Member] | Administration Services [Member] | ||||||||||
Due to Related Parties, Current | $ 74,000 | $ 14,000 | $ 74,000 | |||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Stock shares issued during the period | shares | shares | 10,062,500 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Sponsor [Member] | Common Class A [Member] | ||||||||||
Exercise price of warrants | $ / shares | $ 1.50 | |||||||||
Stock issued during period, value, conversion of convertible securities | $ 1,250,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Underwriting discount per unit | $ / shares | $ 0.20 |
Underwriting discount | $ | $ 8.1 |
Deferred underwriting commissions per unit | shares | 0.35 |
Deferred underwriting commissions | $ | $ 14.1 |
Over-Allotment Option [Member] | |
Additional Public share issued under over allotment option | shares | 5,250,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Sep. 07, 2020 | Jun. 30, 2021 | Jul. 18, 2021 | Dec. 31, 2020 |
Preference stock, Shares authorized | 5,000,000 | 5,000,000 | ||
Preference stock, Shares par value | $ 0.0001 | $ 0.0001 | ||
Preference stock, Shares issued | 0 | 0 | ||
Preference stock, Shares outstanding | 0 | 0 | ||
Description Of Shares Conversion | the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Warrants) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. | |||
Common Class A [Member] | ||||
Preference stock, Shares outstanding | 0 | |||
Common stock, Shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, Shares issued, Subject to forfeiture | 36,208,820 | 35,462,772 | ||
Common Stock Shares Issued Including Temporary Equity | 40,250,000 | 40,250,000 | ||
Common Stock Shares Outstanding Including Temporary Equity | 40,250,000 | 40,250,000 | ||
Common Class B [Member] | ||||
Common stock, Shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | ||
Common Stock Shares Issued Including Temporary Equity | 10,062,500 | |||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Common stock, Percentage of Shares owns before options exercised | 20.00% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Nov. 23, 2020 | |
Class of warrants or rights term | 5 years | ||
Public Warrants [Member] | |||
Warrants Outstanding | 13,416,667 | 13,416,667 | |
Class of Warrants, price per warrant | $ 11.50 | ||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||
Class of Warrant or Right, Threshold Period for Exercise from Date of Closing Public Offering | 12 months | ||
Private Placement Warrants [Member] | |||
Warrants Outstanding | 6,700,000 | 6,700,000 | |
Class of Warrants, price per warrant | $ 11.50 | ||
Share Equals Or Exceeds 18 [Member] | |||
Class of Warrants, price per warrant | $ 0.01 | ||
Share Equals Or Exceeds 18 [Member] | 30-day redemption period [Member] | |||
Class of Warrant or Right, Minimum Notice Period for Redemption | 30 days | ||
Common Class A [Member] | Public Warrants [Member] | 30-day redemption period [Member] | |||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||
Common Class A [Member] | Public Warrants [Member] | 20 trading days within a 30 trading day [Member] | |||
Class of warrant or right redemption threshold consecutive trading days | 20 days | ||
Common Class A [Member] | Share Equals Or Exceeds 18 [Member] | 30-day redemption period [Member] | |||
Number of days of notice to be given for the redemption of warrants | 30 days | ||
Common Class A [Member] | Share Equals Or Exceeds 18 [Member] | 20 trading days within a 30 trading day [Member] | |||
Class of Warrants, price per warrant | $ 18 | ||
Common Class A [Member] | Share Equals Or Exceeds 18 [Member] | Warrants and Rights Subject to Mandatory Redemption [Member] | |||
Price per share issued on redemption of Warrants | 18 | ||
Common Class A [Member] | Share Equals Or Exceeds 10 [Member] | 30-day redemption period [Member] | |||
Class of Warrants, price per warrant | $ 0.10 | ||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||
Common Class A [Member] | Share Equals Or Exceeds 10 [Member] | 20 trading days within a 30 trading day [Member] | |||
Class of Warrants, price per warrant | $ 10 | ||
Class of warrant or right redemption threshold consecutive trading days | 20 days | ||
Common Class A [Member] | Share Equals Or Exceeds 10 [Member] | Warrants and Rights Subject to Mandatory Redemption [Member] | |||
Price per share issued on redemption of Warrants | $ 10 | ||
Common Class A [Member] | Business Combination [Member] | |||
Class of Warrant or Right, Threshold Period for Exercise from Date of Closing Public Offering | 15 days | ||
Common Class A [Member] | Private Placement [Member] | Share Equals Or Exceeds 10 [Member] | 20 trading days within a 30 trading day [Member] | |||
Class of Warrants, price per warrant | $ 18 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Investments held in Trust Account | $ 402,511,996 | $ 402,500,000 |
Quoted Prices in Active Markets (Level 1) | Public [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 13,953,333 | 0 |
Quoted Prices in Active Markets (Level 1) | Private [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Investments held in Trust Account | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Public [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Private [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 6,968,000 | 0 |
Significant Other Unobservable Inputs (Level 3) | ||
Assets: | ||
Investments held in Trust Account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | Public [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 19,588,333 |
Significant Other Unobservable Inputs (Level 3) | Private [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 0 | $ 9,782,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value Measurements [Line Items] | ||
Change in fair value of warrant liabilities | $ 4,425,668 | $ (8,448,999) |
Warrant Liabilities [Member] | ||
Fair Value Measurements [Line Items] | ||
Change in fair value of warrant liabilities | $ 8,400,000 | |
Asset Held In Trust [Member] | ||
Fair Value Measurements [Line Items] | ||
Term Of Restricted Investments | 185 days or less |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of quantitative information regarding Level 3 initial fair value measurements of warrants (Detail) - Fair Value, Inputs, Level 3 [Member] | Dec. 31, 2020$ / shares |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Share price | $ 9.79 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | $ 11.50 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 0.69% |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 23.00% |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (years) | 5 years |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Dividend yield | 0.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Roll-forward of the Fair Value of Level 3 (Detail) - Level 3 [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 29,370,333 |
Change in fair value | (12,874,667) |
Transfers out of Level 3 | (16,495,666) |
Ending Balance | 0 |
Public warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 19,588,333 |
Change in fair value | (8,586,667) |
Transfers out of Level 3 | (11,001,666) |
Ending Balance | 0 |
Private Placement Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 9,782,000 |
Change in fair value | (4,288,000) |
Transfers out of Level 3 | (5,494,000) |
Ending Balance | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) € in Millions, $ in Millions | Jul. 26, 2021EUR (€)shares | Jul. 18, 2021USD ($)shares | Jul. 18, 2021EUR (€)shares |
Business Combination Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Shares to be issued in a future transaction | 22,500,000 | ||
Price of shares to be issued in a future transaction | € | € 184.5 | ||
Zegna [Member] | |||
Subsequent Event [Line Items] | |||
Shares to be purchased in a future transaction | 54,600,000 | 54,600,000 | |
Price of shares to be purchased in a future transaction | $ 540.7 | € 455 | |
Shares to be converted in a future transaction | 155,400,000 | 155,400,000 | |
Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Shares to be issued in a future transaction | 22,500,000 | 22,500,000 | |
Price of shares to be issued in a future transaction | $ 219.3 | € 184.5 |