Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-39720 | |
Entity Registrant Name | INVESTINDUSTRIAL ACQUISITION CORP. | |
Entity Central Index Key | 0001825042 | |
Entity Tax Identification Number | 98-1556465 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Suite 1, 3rd Floor | |
Entity Address, Address Line Two | 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 | 7400 3333 | |
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | IIAC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | 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 | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant [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 | |
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 [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 $11.50 | |
Trading Symbol | IIAC WS | |
Security Exchange Name | NYSE | |
Class A ordinary shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Class B ordinary shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 228,930 | $ 1,044,177 |
Prepaid Expenses | 826,000 | 751,781 |
Total Current Assets | 1,054,930 | 1,795,958 |
Investments held in Trust Account | 402,518,127 | 402,500,000 |
Total Assets | 403,573,057 | 404,295,958 |
Current liabilities | ||
Accounts payable | 185,829 | 767,969 |
Accrued expenses | 446,199 | 428,433 |
Note payable – related party | 1,250,000 | |
Due to related party | 104,000 | 14,000 |
Total current liabilities | 1,986,028 | 1,210,402 |
Deferred underwriting commissions | 14,087,500 | 14,087,500 |
Derivative warrant liabilities | 25,950,500 | 29,370,333 |
Total Liabilities | 42,024,028 | 44,668,235 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 40,250,000 shares subject to possible redemption at $10.00 per share both at September 30, 2021 and December 31, 2020 | 402,500,000 | 402,500,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Retained Earnings (Deficit) | (40,951,977) | (42,873,283) |
Total Shareholders' Deficit | (40,950,971) | (42,872,277) |
Total Liabilities and Shareholders' Deficit | 403,573,057 | 404,295,958 |
Class A ordinary shares [Member] | ||
Current liabilities | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 40,250,000 shares subject to possible redemption at $10.00 per share both at September 30, 2021 and December 31, 2020 | 402,500,000 | |
Shareholders' Deficit | ||
Common stock | 0 | 0 |
Class B ordinary shares [Member] | ||
Shareholders' Deficit | ||
Common stock | $ 1,006 | $ 1,006 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A ordinary shares [Member] | ||
Temporary equity redemption value per share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 500,000,000 | 500,000,000 |
Temporary equity shares outstanding | 40,250,000 | 40,250,000 |
Shares subject to possible redemption price per share | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Class B ordinary shares [Member] | ||
Common stock par or stated value per share | $ 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 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 11,074 | $ 516,145 | $ 1,445,975 |
Loss from operations | (11,074) | (516,145) | (1,445,975) |
Other income: | |||
Dividend income on investment held in Trust Account | 0 | 6,131 | 18,127 |
Change in fair value of derivative warrant liabilities | 0 | (5,029,166) | 3,419,833 |
Total Other income (Expense) | 0 | (5,023,035) | 3,437,960 |
Net income (Loss) | $ (11,074) | $ (5,539,180) | $ 1,991,985 |
Class A ordinary shares [Member] | |||
Other income: | |||
Weighted average shares outstanding | 0 | 40,250,000 | 40,250,000 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.11) | $ 0.04 |
Class B ordinary shares [Member] | |||
Other income: | |||
Weighted average shares outstanding | 10,062,500 | 10,062,500 | 10,062,500 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.11) | $ 0.04 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) | Total | Class A ordinary shares [Member] | Class B ordinary shares [Member] | Common Stock [Member]Class A ordinary shares [Member] | Common Stock [Member]Class B ordinary shares [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Class B ordinary shares [Member] | Retained Earnings [Member] |
Beginning balance at Sep. 06, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning balance, Shares at Sep. 06, 2020 | 0 | 0 | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | $ 1,006 | $ 23,994 | |||||
Issuance of Class B ordinary shares to Sponsor, Shares | 10,062,500 | |||||||
Net income (Loss) | (11,074) | (11,074) | ||||||
Ending balance at Sep. 30, 2020 | 13,326 | $ 0 | $ 1,006 | 23,994 | (11,074) | |||
Ending balance, Shares at Sep. 30, 2020 | 0 | 10,062,500 | ||||||
Beginning balance at Dec. 31, 2020 | (42,872,277) | $ 0 | $ 1,006 | 0 | (42,873,283) | |||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 10,062,500 | ||||||
Accretion for Class A ordinary shares to redemption amount | (70,679) | 0 | (70,679) | |||||
Net income (Loss) | 12,598,293 | 12,598,293 | ||||||
Ending balance at Mar. 31, 2021 | (30,344,663) | $ 0 | $ 1,006 | (30,345,669) | ||||
Ending balance, Shares at Mar. 31, 2021 | 0 | 10,062,500 | ||||||
Beginning balance at Dec. 31, 2020 | (42,872,277) | $ 0 | $ 1,006 | 0 | (42,873,283) | |||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 10,062,500 | ||||||
Accretion for Class A ordinary shares to redemption amount | $ 41,818,876 | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | |||||||
Net income (Loss) | 1,991,985 | |||||||
Ending balance at Sep. 30, 2021 | (40,950,971) | $ 0 | $ 1,006 | 0 | (40,951,977) | |||
Ending balance, Shares at Sep. 30, 2021 | 0 | 10,062,500 | ||||||
Beginning balance at Mar. 31, 2021 | (30,344,663) | $ 0 | $ 1,006 | (30,345,669) | ||||
Beginning balance, Shares at Mar. 31, 2021 | 0 | 10,062,500 | ||||||
Net income (Loss) | (5,067,128) | (5,067,128) | ||||||
Ending balance at Jun. 30, 2021 | (35,411,791) | $ 0 | $ 1,006 | 0 | (35,412,797) | |||
Ending balance, Shares at Jun. 30, 2021 | 0 | 10,062,500 | ||||||
Net income (Loss) | (5,539,180) | (5,539,180) | ||||||
Ending balance at Sep. 30, 2021 | $ (40,950,971) | $ 0 | $ 1,006 | $ 0 | $ (40,951,977) | |||
Ending balance, Shares at Sep. 30, 2021 | 0 | 10,062,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (11,074) | $ 1,991,985 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | 0 | (3,419,833) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (74,219) |
Accrued expenses | 0 | 17,766 |
Accounts payable | 11,074 | (582,140) |
Due to related parties | 0 | 90,000 |
Dividend income | 0 | (18,127) |
Net cash used in operating activities | 0 | (1,994,568) |
Cash Flows from Financing Activities: | ||
Payment of offering costs | 0 | (70,679) |
Proceeds of note payable from related parties | 0 | 1,250,000 |
Net cash provided by financing activities | 0 | 1,179,321 |
Net decrease in cash | 0 | (815,247) |
Cash – Beginning of the period | 0 | 1,044,177 |
Cash – End of the period | 0 | $ 228,930 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering costs included in accrued expenses | 294,140 | |
Deferred offering costs included in note payable | $ 60,875 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 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. 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from September 7, 2020 (inception) through September 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 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 o 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 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 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) 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 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 referred to herein 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, Liquidity and Capital Resources As of September 30, 2021, the Company had approximately ,000 in its operating bank account, a negative working capital of approximately $ million. The Company’s liquidity needs up to September 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 September 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. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A as of December 31, 2020 and for the period from September 7, 2020 (inception) through December 31, 2020, filed with the SEC on filed with the SEC on May 27, 2021. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Issued Financial Statements | Note 2—Revision of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should revise its previously reported financial statements. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Management determined that the Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued IPO Balance Sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, There has been no change in the Company’s total assets, liabilities or operating results. The impact of the revision on the Company’s financial statements is reflected in the following table. As Previously Adjustments As Restated Balance Sheet as of December 31, 2020 Class A ordinary shares subject to possible redemption $ 354,627,720 $ 47,872,280 $ 402,500,000 Class A ordinary shares 479 (479 ) — Additional Pain in Capital 9,867,922 (9,867,922 ) — Accumulated Deficit (4,869,404 ) (38,003,879 ) (42,873,283 ) Total Shareholders’ Equity (Deficit) 5,000,003 (47,872,280 ) (42,872,277 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—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- 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 $229,000 in cash and no cash equivalents as of September 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 September 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, except for the derivative warrant liabilities (see Note 9). Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share; however, as described in Note 2, the Company has applied its net income (loss) on a pro rata basis between share classes. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. 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 exercise of the warrants is contingent upon the occurrence of future events. At September 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 periods 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- million, inclusive of deferred offering costs amounting to $ million, were charged against the carrying value of the Class A ordinary shares subject to possible redemption. 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 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 non-cash 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 815-40. 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 September September The Company is subject September September Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 815-40): 2020-06”), 2020-06 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 September balance sheets. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,588,333 ) Class A ordinary shares issuance costs (22,230,543 ) Plus: Accretion of carrying value to redemption value 41,818,876 Class A ordinary shares subject to possible redemptions $ 402,500,000 |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 4—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 | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—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 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 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. 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, and the amounts were no longer available to the Company. Furthermore, on January 15, 2021 and on April 19, 2021, the Company entered into the “Additional Promissory Note as Working Capital Loans (as defined below). The Additional Promissory Note is non-interest 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 September during the nine months ended September 30, 2021 as reflected in the accompanying condensed statement of operations. As of September 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 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6—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 | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity Preference Shares September Class A Ordinary Shares As of September 30, 2021, there were 40,250,000 Class A ordinary shares issued and outstanding , all subject to possible redemption. Class B Ordinary Shares Class B ordinary shares, which remain outstanding at December 31, 2020 and September 30, 2021. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 8—Derivative Warrant Liabilities As of September 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 • 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 The Private Placement Warrants 30 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 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 re-measured • 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. 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 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 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 Fun d $ 402,518,127 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 17,307,500 $ — $ — Derivative warrant liabilities – Private $ — $ 8,643,000 $ — 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 to determine the valuation of the Private Warrants, which moved from Level 3 to Level 2. The Public Warrants and the Private Warrants have substantially similar terms. 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 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. The Public Warrants began to trade on January 11, 2021; subsequently, the Public Warrants have been measured at their trading price and the Private Warrants have been measured with respect to the Public Warrants. For the three ended September 30, 2021 the Company recognized a loss to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $5.0 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. . For the nine months ended September 30, 2021, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $3.4 million on the accompanying unaudited condensed statement of operations. Prior to the separation and trading of the Public Warrants, the estimated fair values of both the Public Warrants 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 September 30, 2021. The Private Warrants are not publicly traded. The subsequent measurement of the Public Warrants as of September 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) liabilities for the nine months ended September 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 (2,280,832 ) (1,139,000 ) (3,419,833 ) Transfers out of Level 3 during nine months ended September 30, 2021 (17,307,501 ) (8,643,000 ) (25,950,500 ) Ending balance as of September $ — $ — $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—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 the following subsequent events that required adjustment or disclosure in the unaudited condensed interim financial statements. 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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- |
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 $229,000 in cash and no cash equivalents as of September |
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 September |
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, except for the derivative warrant liabilities (see Note 9). |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share; however, as described in Note 2, the Company has applied its net income (loss) on a pro rata basis between share classes. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. 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 exercise of the warrants is contingent upon the occurrence of future events. At September 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 periods 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- million, inclusive of deferred offering costs amounting to $ million, were charged against the carrying value of the Class A ordinary shares subject to possible redemption. |
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 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 non-cash 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 815-40. |
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 September September The Company is subject September September |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 815-40): 2020-06”), 2020-06 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 September balance sheets. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,588,333 ) Class A ordinary shares issuance costs (22,230,543 ) Plus: Accretion of carrying value to redemption value 41,818,876 Class A ordinary shares subject to possible redemptions $ 402,500,000 |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of revision on the Company's financial statements | The impact of the revision on the Company’s financial statements is reflected in the following table. As Previously Adjustments As Restated Balance Sheet as of December 31, 2020 Class A ordinary shares subject to possible redemption $ 354,627,720 $ 47,872,280 $ 402,500,000 Class A ordinary shares 479 (479 ) — Additional Pain in Capital 9,867,922 (9,867,922 ) — Accumulated Deficit (4,869,404 ) (38,003,879 ) (42,873,283 ) Total Shareholders’ Equity (Deficit) 5,000,003 (47,872,280 ) (42,872,277 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Class A ordinary shares reflected in the condensed balance sheets are reconciled | At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,588,333 ) Class A ordinary shares issuance costs (22,230,543 ) Plus: Accretion of carrying value to redemption value 41,818,876 Class A ordinary shares subject to possible redemptions $ 402,500,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's Assets and Liabilities 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 September 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 Fun d $ 402,518,127 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 17,307,500 $ — $ — Derivative warrant liabilities – Private $ — $ 8,643,000 $ — 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 Provides Quantitative Information Regarding Level 3 Fair Value Measurements | 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 Assets and Liabilities | The following table presents a roll-forward of the fair value of Level 3 (significant unobservable inputs) liabilities for the nine months ended September 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 (2,280,832 ) (1,139,000 ) (3,419,833 ) Transfers out of Level 3 during nine months ended September 30, 2021 (17,307,501 ) (8,643,000 ) (25,950,500 ) Ending balance as of September $ — $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) $ / shares in Units, € in Millions | Apr. 19, 2021USD ($) | Jan. 15, 2021USD ($) | Dec. 11, 2020USD ($) | Nov. 27, 2020USD ($)$ / sharesshares | Nov. 24, 2020shares | Nov. 23, 2020USD ($)$ / sharesshares | Sep. 10, 2020USD ($)$ / shares | Nov. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Jul. 18, 2021USD ($)$ / sharesshares | Jul. 18, 2021EUR (€)shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Deferred underwriting commissions | $ 14,087,500 | $ 14,087,500 | |||||||||||
Restricted investment price per share | $ / shares | $ 10 | ||||||||||||
Term of restricted investments | 185 days | ||||||||||||
Restricted investments non current | 402,518,127 | 402,500,000 | |||||||||||
Redemption value per share | $ / shares | $ 10 | ||||||||||||
Minimum net worth needed to consummate a business combination | $ 5,000,001 | ||||||||||||
Maximum percentage of shares eligible for transfer | 15.00% | ||||||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||||||||||||
Period within which business combination shall be consummated from the date of closure of initial public offer | 24 months | ||||||||||||
Cut off date for consummation of business combination | Nov. 23, 2022 | ||||||||||||
Period within which the public shares shall be redeemed after the cut off date for consummation of business combination | 10 days | ||||||||||||
Expenses payable on liquidation | $ 100,000 | ||||||||||||
Value per share to be maintained in the trust account | $ / shares | $ 10 | ||||||||||||
Cash | 228,930 | $ 1,044,177 | |||||||||||
Net current assets | 931,000 | ||||||||||||
Proceeds of note payable from related parties | $ 0 | 1,250,000 | |||||||||||
Note payable – related party | 1,250,000 | ||||||||||||
Promissory Note Related Party [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds of note payable from related parties | $ 127,000 | ||||||||||||
Additional Promissory Note Related Party [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Note payable – related party | $ 1,250,000 | ||||||||||||
Tranche One [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Payment to acquire restricted investments | $ 350,000,000 | ||||||||||||
Tranche One [Member] | Promissory Note Related Party [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds of note payable from related parties | $ 61,000 | ||||||||||||
Tranche One [Member] | Additional Promissory Note Related Party [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds of note payable from related parties | $ 750,000 | ||||||||||||
Tranche One [Member] | Funds Raised From Private Placement [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Payment to acquire restricted investments | 343,000,000 | ||||||||||||
Tranche One [Member] | Funds Raised From Initial Public Offer [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Payment to acquire restricted investments | 7,000,000 | ||||||||||||
Tranche Two [Member] | Promissory Note Related Party [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds of note payable from related parties | $ 66,000 | ||||||||||||
Tranche Two [Member] | Additional Promissory Note Related Party [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds of note payable from related parties | $ 500,000 | ||||||||||||
Tranche Two [Member] | Funds Raised From Over Allotment And Private Placement [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Payment to acquire restricted investments | $ 52,500,000 | ||||||||||||
Private Placement Warrants [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Class of warrants or rights issued issue price per share | $ / shares | $ 1.50 | ||||||||||||
Private Placement Warrants [Member] | Tranche One [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Class of warrants or rights issued during the period units | shares | 6,000,000 | ||||||||||||
Class of warrants or rights issued issue price per share | $ / shares | $ 1.50 | ||||||||||||
Proceeds from issuances of warrants | $ 9,000,000 | ||||||||||||
Private Placement Warrants [Member] | Tranche Two [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Class of warrants or rights issued during the period units | shares | 700,000 | ||||||||||||
Proceeds from issuances of warrants | $ 1,100,000 | ||||||||||||
Business Combination Agreement [Member] | IIAC [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock minimum number of shares to be held by the existing shareholders post business combination | shares | 155,400,000 | 155,400,000 | |||||||||||
Common stock, shares subscribed but unissued | shares | 22,500,000 | 22,500,000 | |||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||||||||||||
Amended Forward Purchase Agreement One [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock, shares subscribed but unissued | shares | 22,500,000 | 22,500,000 | |||||||||||
Common stock, value, subscriptions | $ 219,300,000 | € 184.5 | |||||||||||
Amended Forward Purchase Agreement One [Member] | Strategic Holding Group S A R L [Member] | IIAC [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock, value, subscriptions | $ 219,300,000 | € 184.5 | |||||||||||
Share Repurchase Agreement [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Share repurchase programme number of shares authorized to be repurchased | shares | 54,600,000 | 54,600,000 | |||||||||||
Shares of common stock value of shares to be repurchased authorized amount | $ 540,700,000 | € 455 | |||||||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during the period shares | shares | 5,250,000 | 5,250,000 | |||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||
Stock issued during the period value | $ 52,500,000 | ||||||||||||
Deferred underwriting commissions | 1,800,000 | ||||||||||||
Number of days granted to subscribe to the option | 45 days | ||||||||||||
Proceeds from issuance of common stock | 52,500,000 | ||||||||||||
Initial Public Offer And Over Allotment [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Additional offering costs | $ 9,200,000 | ||||||||||||
Class A ordinary shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Class A ordinary shares [Member] | IPO [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during the period shares | shares | 35,000,000 | ||||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||
Stock issued during the period value | $ 350,000,000 | ||||||||||||
Proceeds from initial public offering gross | 350,000,000 | ||||||||||||
Deferred underwriting commissions | $ 12,300,000 | ||||||||||||
Class B ordinary shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Stock issued during the period for services value | $ 25,000 | $ 25,000 | $ 25,000 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements - Additional Information (Detail) - Common Class A [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Minimum Net Worth Required for Compliance | $ 5,000,001 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements - Summary of revision on the Company's financial statements (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 |
Retained Earnings (Deficit) | (40,951,977) | (42,873,283) |
Total Liabilities and Shareholders' Deficit | (403,573,057) | (404,295,958) |
As Previously Reported | ||
Class A ordinary shares subject to possible redemption | 354,627,720 | |
Additional Paid in Capital | 9,867,922 | |
Retained Earnings (Deficit) | (4,869,404) | |
Total Liabilities and Shareholders' Deficit | (5,000,003) | |
Adjustments | ||
Class A ordinary shares subject to possible redemption | 47,872,280 | |
Additional Paid in Capital | (9,867,922) | |
Retained Earnings (Deficit) | (38,003,879) | |
Total Liabilities and Shareholders' Deficit | (47,872,280) | |
As Restated [Member] | ||
Class A ordinary shares subject to possible redemption | 402,500,000 | |
Additional Paid in Capital | 0 | |
Retained Earnings (Deficit) | (42,873,283) | |
Total Liabilities and Shareholders' Deficit | (42,872,277) | |
Common Class A [Member] | ||
Class A ordinary shares subject to possible redemption | 402,500,000 | |
Common stock | $ 0 | 0 |
Common Class A [Member] | As Previously Reported | ||
Common stock | 479 | |
Common Class A [Member] | Adjustments | ||
Common stock | (479) | |
Common Class A [Member] | As Restated [Member] | ||
Common stock | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Cash | $ 228,930 | $ 1,044,177 |
Cash equivalents | 0 | 0 |
Cash insured with federal deposit insurance corporation | 250,000 | $ 250,000 |
Offering costs incurred totally | 22,300,000 | |
Offering costs included in stockholders equity | 14,100,000 | |
Unrecognized tax benefits income tax penalties and interest expenses | $ 0 | |
Effective income tax reconciliation at statutory income tax rate | 19.00% | |
Public Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrant or right outstanding | 13,416,667 | |
Private Placement Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrant or right outstanding | 6,700,000 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 40,250,000 | 40,250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A ordinary shares reflected in the condensed balance sheets are reconciled (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||||
Proceeds allocated to Public Warrants | $ 0 | $ (3,419,833) | ||
Class A ordinary shares issuance costs | $ 0 | (70,679) | ||
Accretion of carrying value to redemption value | $ (70,679) | |||
Class A ordinary shares subject to possible redemption | 402,500,000 | $ 402,500,000 | ||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | 402,500,000 | |||
Proceeds allocated to Public Warrants | (19,588,333) | |||
Class A ordinary shares issuance costs | (22,230,543) | |||
Accretion of carrying value to redemption value | 41,818,876 | |||
Class A ordinary shares subject to possible redemption | $ 402,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 27, 2020 | Nov. 24, 2020 | Nov. 23, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Disclosure Of Initial Public Offering [Line Items] | |||||
Deferred underwriting commission payable non current | $ 14,087,500 | $ 14,087,500 | |||
Class of warrants or rights exercise price per unit | $ 1.50 | ||||
Public Warrants [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Class of warrants or rights exercise price per unit | $ 11.50 | ||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Stock issued during the period shares | 5,250,000 | 5,250,000 | |||
Shares issued price per share | $ 10 | ||||
Stock issued during the period value | $ 52,500,000 | ||||
Deferred underwriting commission payable non current | 1,800,000 | ||||
Proceeds from issuance of common stock | 52,500,000 | ||||
Initial Public Offer And Over Allotement [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Additional offering costs incurred | $ 9,200,000 | ||||
Common Class A [Member] | IPO [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Stock issued during the period shares | 35,000,000 | ||||
Shares issued price per share | $ 10 | ||||
Stock issued during the period value | $ 350,000,000 | ||||
Proceeds from initial public offering gross | 350,000,000 | ||||
Deferred underwriting commission payable non current | $ 12,300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, € in Millions | Nov. 27, 2020USD ($)shares | Nov. 23, 2020USD ($)$ / sharesshares | Nov. 18, 2020shares | Sep. 10, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | Jul. 18, 2021USD ($)shares | Jul. 18, 2021EUR (€)shares | Jun. 30, 2021USD ($) | Jan. 15, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Nov. 11, 2020USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument convertible into equity related warrants value | $ 1,250,000 | ||||||||||||
Notes payable to related party classified as current | $ 1,250,000 | $ 1,250,000 | |||||||||||
Accounts payable related parties current | 104,000 | 104,000 | $ 14,000 | ||||||||||
Working capital Loans | $ 1,500,000 | $ 1,500,000 | |||||||||||
Class of warrants or rights exercise price per unit | $ / shares | $ 1.50 | $ 1.50 | |||||||||||
Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of warrants or rights issued issue price per share | $ / shares | $ 1.50 | ||||||||||||
Forward Purchase Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock shares subscribed but not issued shares | shares | 25,000,000 | ||||||||||||
Common stock shares subscribed but not issued value | $ 250,000,000 | ||||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||
Amended Forward Purchase Agreement One [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock shares subscribed but not issued shares | shares | 22,500,000 | 22,500,000 | |||||||||||
Common stock shares subscribed but not issued value | $ 219,300,000 | € 184.5 | |||||||||||
Tranche One [Member] | Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of warrants or rights issued during the period units | shares | 6,000,000 | ||||||||||||
Class of warrants or rights issued issue price per share | $ / shares | $ 1.50 | ||||||||||||
Proceeds from issuances of warrants | $ 9,000,000 | ||||||||||||
Tranche Two [Member] | Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of warrants or rights issued during the period units | shares | 700,000 | ||||||||||||
Proceeds from issuances of warrants | $ 1,100,000 | ||||||||||||
Sponsor [Member] | Additional Promissory Note Related Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument face value | $ 300,000 | ||||||||||||
Notes payable to related party classified as current | $ 1,250,000 | $ 1,250,000 | |||||||||||
Debt instrument conversion price per share | $ / shares | $ 1.50 | $ 1.50 | |||||||||||
Long term debt date of maturity | Nov. 23, 2022 | Nov. 23, 2022 | |||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction selling general and administration expenses | $ 30,000 | $ 90,000 | |||||||||||
Related party transaction selling general and administration expenses | $ 10,000 | ||||||||||||
Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during the period for services value | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||
Stock issued during the period shares issued for services | shares | 10,062,500 | ||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price | $ / shares | $ 12 | ||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Waiting period post business combination to determine the share price | 150 days | ||||||||||||
Common stock shares lock in period | 1 year | ||||||||||||
Common Class B [Member] | Sponsor [Member] | Independent Directors [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate sponsor shares transfer | shares | 125,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Nov. 24, 2020 | Sep. 30, 2021 |
Commitments And Contingencies Disclosure [Line Items] | ||
Period to exercise warrants after Business Combination | 30 days | |
Underwriting Agreement [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments (in shares) | 5,250,000 | |
Underwriting discount per share unit | 0.20 | |
Deferred underwriting discount | $ 8.1 | |
Deferred underwriting commissions per unit | 0.35 | |
Deferred underwriting commissions | $ 14.1 | |
Private Placement Warrants [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Period to exercise warrants after Business Combination | 30 days |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 10, 2020 | |
Class of Stock [Line Items] | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common Stock, Shares, Issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Redeemable ordinary shares, Issued | 40,250,000 | 40,250,000 | |
Redeemable ordinary shares, Outstanding | 40,250,000 | 40,250,000 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 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 | |
Conversion of Class B ordinary Shares to Class A Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock, threshold percentage on conversion of shares | 20.00% | ||
Common Stock, Conversion Basis | one-to-one |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of proposed Public Offering | 12 months | |
Period to file registration statement after initial Business Combination | 15 days | |
Period for registration statement to become effective | 60 days | |
Expiration period of warrants | 5 years | |
Trading days for determining for volume weighted average price of common stock | 10 days | |
Public Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 13,416,667 | 6,700,000 |
Public Warrant [Member] | Common Class A [Member] | Warrants And Rights Subject To Mandatory Redemption Trigger Price Exceeds or Equals to $18.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant redemption price | 0.01 | |
Notice period to redeem warrants | 30 days | |
Share price | $ 18 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Public Warrant [Member] | Common Class A [Member] | Warrants And Rights Subject To Mandatory Redemption Trigger Price Exceeds or Equals to $10.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant redemption price | 0.10 | |
Notice period to redeem warrants | 30 days | |
Share price | $ 10 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Private Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 13,416,667 | 6,700,000 |
Private Warrant [Member] | Common Class A [Member] | Warrants And Rights Subject To Mandatory Redemption Trigger Price Exceeds or Equals to $18.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 18 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Term of restricted investment | 185 days | |
Gain loss on derivative instruments, net, pre-tax | $ 5 | $ 3.4 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Company's Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities Money Market Fund [Member] | ||
Assets: | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 402,518,127 | $ 402,500,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrant [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 17,307,500 | |
Significant Other Observable Inputs (Level 2) [Member] | Private Warrant [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 8,643,000 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrant [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 19,588,333 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrant [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 9,782,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Provides Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] | Sep. 30, 2021yr |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 9.79 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 11.50 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.0069 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.230 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 5 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Roll-forward of the Fair value of Level 3 Assets and Liabilities (Detail) - Derivative Financial Instruments, Liabilities [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance at December 31, 2020 | $ 29,370,333 |
Change in fair value | (3,419,833) |
Transfers out of Level 3 during nine months ended September 30, 2021 | (25,950,500) |
Ending balance as of September 30, 2021 | 0 |
Public Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance at December 31, 2020 | 19,588,333 |
Change in fair value | (2,280,832) |
Transfers out of Level 3 during nine months ended September 30, 2021 | (17,307,501) |
Ending balance as of September 30, 2021 | 0 |
Private Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance at December 31, 2020 | 9,782,000 |
Change in fair value | (1,139,000) |
Transfers out of Level 3 during nine months ended September 30, 2021 | (8,643,000) |
Ending balance as of September 30, 2021 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Common Class A [Member] - Amendment [Member] - IIAC [Member] - Strategic Holding Group S à r l An Affiliate Of The Sponsor € in Millions | Jul. 26, 2021EUR (€)shares |
Subsequent Event [Line Items] | |
Common stock, shares subscribed but unissued | shares | 22,500,000 |
Common stock, value, subscriptions | € | € 184.5 |