Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 23, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
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 | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Reports on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Investindustrial Acquisition Corp., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Reports on Form 10-Q of Investindustrial Acquisition Corp. as of March 31, 2021, June 30, 2021 and September 30, 2021 (collectively, the “Original Filings”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”, issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 23, 2020. Since issuance in November 2020, the Company has considered 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. After discussion and evaluation, including with our accounting advisors and our audit committee, Management has 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. Management has also discussed this matter with our independent registered accountant. 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 noted an adjustment between temporary equity and permanent equity should be made. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. On July 19, 2021, in conjunction with the Business Combination Agreement, the Company entered into a deal-contingent forward currency contract (the “Deal-Contingent Forward”) to purchase €305.0 million at set daily rates from October 13, 2021 through April 19, 2022. After discussion and evaluation with our audit committee, Management has determined that the Deal-Contingent Forward should have been recognized on the Balance Sheet at fair value with changes in fair value recognized within the Statement of Operations for the quarter ended September 30, 2021. Management has also discussed this matter with our independent registered accountant. As a result of the factors described above, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previous quarterly unaudited financial statements as of (i) March 31, 2021, as filed on Form 10-Q on June 1, 2021, (ii) June 30, 2021, as filed on Form 10-Q on August 13, 2021, and (iii) September 30, 2021 as filed on Form 10-Q on November 15, 2021 (the “Affected Periods”) should be restated and should no longer be relied upon. The change in accounting for the Class A ordinary shares and the Deal-Contingent Forward did not have any impact on our liquidity, net cash flows, revenues or costs of operating our business in the Affected Periods. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q to be filed as of and for the quarter ended September 30, 2021. We are filing this Amendment No. 1 to amend and restate the Original Filings with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I, Item 1. Financial Statements Part I, Item 4. Controls and Procedures Part II, Item 1A. Risk Factors Except as described above, no other information included in the Original Filings is being amended or updated by this Amendment No. 1 and this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filings. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filings and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filings. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filings and with our filings with the SEC subsequent to the Original Filings. | |
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 | 0 |
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 |
Other derivative instruments | 5,048,594 | 0 |
Total Liabilities | 47,072,622 | 44,668,235 |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 36,208,820 and 35,462,772 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020, respectively | 402,500,000 | 402,500,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional Paid in Capital | 0 | 0 |
Retained Earnings (Deficit) | (46,000,571) | (42,873,283) |
Total Shareholders' Deficit | (45,999,565) | (42,872,277) |
Total Liabilities and Shareholders' Deficit | 403,573,057 | 404,295,958 |
Common Class B [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 |
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 | 6,131 | 18,127 | |
Change in fair value of derivative warrant liabilities | (5,029,166) | 3,419,833 | |
Change in value of other derivative instruments | (5,048,594) | (5,048,594) | |
Total Other income (Expense) | (10,071,629) | (1,610,634) | |
Net income (Loss) | $ (11,074) | $ (10,587,774) | $ (3,056,609) |
Class A ordinary shares [Member] | |||
Other income: | |||
Weighted average shares outstanding | 40,250,000 | 40,250,000 | |
Basic and diluted net income (loss) per share | $ (0.21) | $ (0.06) | |
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 | $ (0.21) | $ (0.06) |
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] | 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 | 13,926 | $ 1,006 | 23,994 | (11,074) | |||
Ending balance, Shares at Sep. 30, 2020 | 10,062,500 | ||||||
Beginning balance at Dec. 31, 2020 | (42,872,277) | $ 0 | $ 1,006 | (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 | (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) | (3,056,609) | ||||||
Ending balance at Sep. 30, 2021 | (45,999,565) | $ 0 | $ 1,006 | 0 | (46,000,571) | ||
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) | (10,587,774) | (10,587,774) | |||||
Ending balance at Sep. 30, 2021 | $ (45,999,565) | $ 0 | $ 1,006 | $ 0 | $ (46,000,571) | ||
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 | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | |||
Net Income | $ (11,074) | $ (10,587,774) | $ (3,056,609) |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of derivative warrant liabilities | 0 | (3,419,833) | |
Change in fair value of other derivative liabilities | 5,048,594 | 5,048,594 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 0 | (74,219) | |
Accrued expenses | 0 | 17,766 | |
Accounts payable | 0 | (582,140) | |
Due to related parties | 11,074 | 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 increase (decrease) in cash | 0 | (815,247) | |
Cash - Beginning of the period | 0 | 1,044,177 | |
Cash - End of the period | 0 | $ 228,930 | $ 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 Simultaneously with the closing of the Initial Public Offering, the Company completed a private placement (the “Private Placement”) of 6,000,000 warrants (each a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million. Simultaneously with the closing of the Over-Allotment Units, on November 27, 2020, the Company consummated a second private placement (the “Second Private Placement”), resulting in the purchase of an aggregate of an additional 700,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $1.1 million. Upon the closing of the Initial Public Offering and the Private Placement, an aggregate of $350.0 million ($10.00 per Unit), consisting of $343.0 million of net proceeds of the Initial Public Offering and $7.0 million of the gross proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 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 Sh a 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 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 The Company had approximately $229,000 in its operating bank account, working capital of approximately and cash and marketable securities held in the Trust Account of million as of September 30, 2021. The Company’s liquidity needs up to September 30, 2021 had been satisfied through $25,000 paid by the Sponsor to cover certain expenses on the Company’s behalf in exchange for the issuance of the Founder Shares (as defined below), a loan of approximately $61,000 pursuant to a promissory note issued to the Sponsor (the “Promissory Note”), and an additional loan of approximately $66,000 from the Sponsor under the Promissory Note, for a total amount of approximately $127,000 under the Promissory Note, the proceeds from the consummation of the Private Placement not held in the Trust Account, and additional promissory notes (the “Additional Promissory Notes”) from the Sponsor for a combined amount of $1,250,000. The Company repaid the Promissory Note in full on December 11, 2020 (see Note 4). The Additional Promissory Notes were issued on January 15, 2021, in the amount of $750,000, and on April 19, 2021 in the amount of $500,000, respectively, each as a Working Capital Loan (see Note 4). 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 periods 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 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statement s Since issuance in November 2020, in connection with our IPO, the Company has considered 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 in connection with our IPO 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 should be made. 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 l On July 19, 2021, in conjunction with the Business Combination Agreement, the Company entered into a deal-contingent forward currency contract (the “Deal-Contingent Forward”) to purchase €305.0 million at set daily rates from October 13, 2021 through April 19, 2022. Management has determined that the Deal-Contingent Forward should have been recognized on the Balance Sheet at fair value with changes in fair value recognized within the Statement of Operations for the quarter ended September 30, 2021 . The Company concluded that, because of a misapplication of the accounting guidance related to its Class A ordinary shares subject to possible redemption and its derivatives, the Company’s previously filed quarterly unaudited financial statements as of (i) March 31, 2021, as filed on Form 10-K 10-Q 10-Q 10-Q. 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 for the Affected Periods. This presentation contemplates a Business Combination as the most likely outcome. The impact of the restatement on the Company’s financial statements is reflected in the following table . As Previously Reported Adjustments As Restated Balance Sheet as of March 31, 2021 (unaudited) Class A Ordinary Shares Subject to Possible Redemption $ 367,155,330 35,344,670 402,500,000 Class A Ordinary Shares 354 (354 ) — Additional Paid-in — — — (Accumulated Deficit) Retained Earnings 4,998,647 (35,344,316 ) (30,345,669 ) Balance S Class A Ordinary Shares Subject to Possible Redemption $ 362,088,200 $ 40,411,800 $ 402,500,000 Class A Ordinary Shares 405 (405 ) — Additional Paid-in 2,336,837 (2,336,837 ) — (Accumulated Deficit) Retained Earnings 2,261,761 (38,074,558 ) (35,412,797 ) Balance S Other Derivative Instruments $ — $ (5,048,594 ) $ (5,048,594 ) Accumulated Deficit (40,951,977 ) (5,048,594 ) (46,000,571 ) Statement of Operations for the Three Months Ended March 31, 2021 Basic and Diluted Net Income Per Class A Ordinary Share $ — $ 0.25 $ 0.25 Basic and Diluted Net Income Per Class B Ordinary Share $ 1.38 $ (1.13 ) $ 0.25 Statement of Operations for the Three Months Ended June 30, 2021 Basic and Diluted Net Income Per Class A Ordinary Share $ — $ (0.10 ) $ (0.10 ) Basic and Diluted Net Income Per Class B Ordinary Share $ (0.50 ) $ 0.40 $ (0.10 ) Statement of Operations for the Six Months Ended June 30, 2021 Basic and Diluted Net Income Per Class A Ordinary Share $ — $ 0.15 $ 0.15 Basic and Diluted Net Income Per Class B Ordinary Share $ 0.75 $ (0.60 ) $ 0.15 Statement of Operations for the Three Months Ended September 30, 2021 (unaudited) Change in Fair Value of Other Derivative Instruments $ — $ (5,048,594 ) $ (5,048,594 ) Total other income (expense) (5,023,035 ) (5,048,594 ) (10,071,629 ) Net (loss) income (5,539,180 ) (5,048,594 ) (10,587,774 ) Basic and Diluted Net Income Per Class A Ordinary Share $ (0.11 ) $ (0.10 ) $ (0.21 ) Basic and Diluted Net Income Per Class B Ordinary Share $ (0.11 ) $ (0.10 ) $ (0.21 ) Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited) Change in Fair Value of Other Derivative Instruments $ — $ (5,048,594 ) $ (5,048,594 ) Total other income (expense) 3,437,960 (5,048,594 ) (1,610,634 ) Net (loss) income 1,991,985 (5,048,594 ) (3,056,609 ) Basic and Diluted Net Income Per Cl a $ 0.04 $ (0.10 ) $ (0.06 ) Basic and Diluted Net Income Per Class B Ordinary Share $ 0.04 $ (0.10 ) $ (0.06 ) Statement of Cash Flows for the Three Months Ended March 31, Change in value of Class A ordinary shares subject to possible redemption $ 12,527,610 $ (12,527,610 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 Change in value of Class A ordinary shares subject to possible redemption $ 7,460,480 $ (7,460,480 ) $ — Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Net (loss) income $ 1,991,985 $ (5,048,594 ) $ (3,056,609 ) Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by November 23, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 23, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension. |
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 cash equivalents as of September 30, 2021. The Company had approximately million in cash and cash equivalents as of December 31, 2020. 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 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair values of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying condensed interim financial statements, primarily due to their short- term nature, 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 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- o 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 issued 6,700,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as liabilities in accordance with ASC 815-40. Forward Currency Contracts Forward currency contracts are entered into as an economic hedge against foreign currency exchange rate risk. The Company does not enter into forward currency contracts for speculation or trading purposes. A forward currency contract is an obligation to purchase a currency against another currency at a future date at an agreed upon price and quantity. Forward currency contracts are traded over-the-counter marked-to-market 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 30, 2021. The Company’s management determined that the Cayman Islands and the United Kingdom are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. amounts were accrued for the payment of interest and penalties for the three months ended September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Central management and control of the Company has been exercised in the United Kingdom since incorporation and accordingly the Company should be treated as tax resident in the United Kingdom from its inception. In accordance with United Kingdom taxation law, income taxes are levied on the Company’s taxable profits at the rate of Management has determined that certain expenses incurred through September 30, 2021 may be deductible in the United Kingdom, however given the quantum of these expenses, noting the Company’s first tax accounting period will be the period from September 7, 2020 (inception) to September 6, 2021, and given the uncertainty whether future taxable income will arise to the Company which could be offset against such expenses, no provision for income taxes has been made in the three months ended September 30, 2021. 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 30, 2021 and December 31, 2020, 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 5—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 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6—Related Party Transactions Founder Shares On September 10, 2020, the Sponsor paid $25,000 to cover certain costs of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On November 18, 2020, the Sponsor transferred an aggregate of 125,000 Founder Shares to the Company’s independent directors. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of approximately $9.0 million. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. In connection with the underwriters’ full exercise of its Over-Allotment Option, the Company also consummated the sale of an additional 700,000 Private Placement Warrants at $1.50 per warrant, generating total proceeds of approximately $1.1 million (see Note 6). The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Pri v 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 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 each three months ended September 30, 2021 and was due to the Sponsor 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 7—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 Underwriting Agreement The Company granted the Underwriters a 45-day 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 8—Shareholders’ Equity Preference Shares—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were Class A Ordinary Shares—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were Class B Ordinary Shares—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 7, 2020, the Company issued 10,062,500 Class B ordinary shares, which remain outstanding at September 30, 2021 and December 31, 2020,. 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 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 9—Derivative Warrant Liabilities As of September 30, 2021 and December 31, 2020, the Company had 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. Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, which we refer to as the “30-day • 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. Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described therein with respect to the Private Placement Warrants): • in whole and not in part; and • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Company’s Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering except that, so long as they are held by its sponsor or its permitted transferees, the Private Placement Warrants are subject to the transfer restrictions, may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of an initial business combination, may be exercised by the holders on a cashless basis and will be entitled to registration rights. If the Private Placement Warrants are held by holders other than its sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Initial Public Offering. If the Company does not complete its initial business combination within the required time period, the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) are not be transferable, assignable or salable until 30 days after the completion of an initial business combination. |
Other Derivative Instruments
Other Derivative Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Other Derivative Instruments | Note 10— Other Derivative Instruments On July 19, 2021, the Company entered into a deal-contingent forward currency contract (the “Deal-Contingent Forward”) with a bank counterparty to purchase €305.0 million at set daily rates from October 13, 2021 through April 19, 2022. The Company entered into the Deal-Contingent Forward in order to lock in the amount of Euro proceeds owed by the Company to Zegna upon closing the Business Combination and reduce the risk of fluctuations in foreign currency exchange rates. Subject to certain customary exceptions, if the Business Combination does not close by April 22, 2022, the Company will have no liability to the bank counterparty. The Company accounts for the Deal-Contingent Forward as a derivative instrument based on an assessment of the contract’s specific terms and applicable authoritative guidance in ASC 815. The Company’s agreement is with a creditworthy financial institution and the Company anticipates performance by the counterparty to this contract. Therefore, no material loss is expected as a result of nonperformance. Refer also to Note 4— Summary of Significant Accounting Policies Fair Value Measurements |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial 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 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Other Significant Other As of September 30, 2021: Assets: Investments held in Trust Account - U.S Treasury Securities Money Market Fund $ 402,518,127 $ — $ — Liabilities Derivative warrant liabilities - Public $ 17,307,500 $ — $ — Derivative warrant liabilities - Private $ 8,643,000 Other derivative instruments $ — $ — $ 5,048,594 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 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. The Company recognized gains and losses in the statement of operations resulting from changes in the fair value of warrant liabilities of ($5.0 million) for the three months ended September 30, 2021. 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 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 The following table provides quantitative information regarding Level 3 fair value measurements for warrants 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) warrant liabilities for the nine months ended September 30, 2021: Public Private Total Warrant Beginning balance at December 31, 2020 $ 19,588,333 $ 9,782,000 $ 29,370,333 Change in fair value (2,280,833 ) (1,139,000 ) (3,419,833 ) Transfers out of Level 3 during nine months ended September 30, 2021 (17,307,500 ) (8,643,000 ) (25,950,500 ) Ending balance as of September 30, 2021 $ — $ — $ — Forward Currency Contract The Deal-Contingent Forward is accounted for as a derivative in accordance with ASC 815 and is presented within other derivative instruments on the Company’s balance sheet. The forward currency contract is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of other derivative instruments in the Company’s statement of operations. For the three and nine months ended September 30, 2021 the Company recognized a loss to the statement of operations resulting from a decrease in the fair value of the forward currency contract of approximately $5.0 million presented as change in fair value of other derivative instruments on the accompanying unaudited condensed statement of operations. The estimated fair value of the Deal-Contingent Forward as of September 30, 2021 was determined using an income approach that incorporates significant unobservable inputs. The expected Business Combination close date is based on the expected effective date of the Business Combination. The probability of Business Combination close prior to April 19, 2022, which represents the date that the Deal-Contingent Forward will expire unsettled, is estimated with consideration given to a number of factors that impact the Company’s ability to effect the Business Combination, including the fact that public shareholders have the ability to redeem their shares for cash and thereby reduce the amount of cash available to fund the Business Combination. The risk-free interest rate is based on the U.S. Treasury zero-coupon USD regarding Expected Business Combination closing date December 31, 2021 Probability of Business Combination close prior to April 19, 2022 70 % Risk-free interest rate 0.056 % EUR to USD forward exchange rate 1.1954 Counterparty credit risk De minimis The following table presents a roll-forward of the fair value of Level 3 (significant unobservable inputs) forward currency contract liabi lities Other Derivative instruments Beginning balance at December 31, 2020 $ — Change in fair value 5,048,594 Transfers out of Level 3 during nine months ended September 30, 2021 — Ending balance as of September 30, 2021 $ 5,048,594 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—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 no subsequent events that required adjustment or disclosure in the unaudited condensed interim financial statements. |
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 cash equivalents as of September 30, 2021. The Company had approximately million in cash and cash equivalents as of December 31, 2020. |
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 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair values of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying condensed interim financial statements, primarily due to their short- term nature, 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 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- o |
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 issued 6,700,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as liabilities in accordance with ASC 815-40. |
Forward Currency Contracts | Forward Currency Contracts Forward currency contracts are entered into as an economic hedge against foreign currency exchange rate risk. The Company does not enter into forward currency contracts for speculation or trading purposes. A forward currency contract is an obligation to purchase a currency against another currency at a future date at an agreed upon price and quantity. Forward currency contracts are traded over-the-counter marked-to-market |
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 30, 2021. The Company’s management determined that the Cayman Islands and the United Kingdom are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. amounts were accrued for the payment of interest and penalties for the three months ended September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Central management and control of the Company has been exercised in the United Kingdom since incorporation and accordingly the Company should be treated as tax resident in the United Kingdom from its inception. In accordance with United Kingdom taxation law, income taxes are levied on the Company’s taxable profits at the rate of Management has determined that certain expenses incurred through September 30, 2021 may be deductible in the United Kingdom, however given the quantum of these expenses, noting the Company’s first tax accounting period will be the period from September 7, 2020 (inception) to September 6, 2021, and given the uncertainty whether future taxable income will arise to the Company which could be offset against such expenses, no provision for income taxes has been made in the three months ended September 30, 2021. |
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 30, 2021 and December 31, 2020, 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 |
Restatement of Previously Iss_2
Restatement 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 restatement on the Company’s financial statements is reflected in the following table . As Previously Reported Adjustments As Restated Balance Sheet as of March 31, 2021 (unaudited) Class A Ordinary Shares Subject to Possible Redemption $ 367,155,330 35,344,670 402,500,000 Class A Ordinary Shares 354 (354 ) — Additional Paid-in — — — (Accumulated Deficit) Retained Earnings 4,998,647 (35,344,316 ) (30,345,669 ) Balance S Class A Ordinary Shares Subject to Possible Redemption $ 362,088,200 $ 40,411,800 $ 402,500,000 Class A Ordinary Shares 405 (405 ) — Additional Paid-in 2,336,837 (2,336,837 ) — (Accumulated Deficit) Retained Earnings 2,261,761 (38,074,558 ) (35,412,797 ) Balance S Other Derivative Instruments $ — $ (5,048,594 ) $ (5,048,594 ) Accumulated Deficit (40,951,977 ) (5,048,594 ) (46,000,571 ) Statement of Operations for the Three Months Ended March 31, 2021 Basic and Diluted Net Income Per Class A Ordinary Share $ — $ 0.25 $ 0.25 Basic and Diluted Net Income Per Class B Ordinary Share $ 1.38 $ (1.13 ) $ 0.25 Statement of Operations for the Three Months Ended June 30, 2021 Basic and Diluted Net Income Per Class A Ordinary Share $ — $ (0.10 ) $ (0.10 ) Basic and Diluted Net Income Per Class B Ordinary Share $ (0.50 ) $ 0.40 $ (0.10 ) Statement of Operations for the Six Months Ended June 30, 2021 Basic and Diluted Net Income Per Class A Ordinary Share $ — $ 0.15 $ 0.15 Basic and Diluted Net Income Per Class B Ordinary Share $ 0.75 $ (0.60 ) $ 0.15 Statement of Operations for the Three Months Ended September 30, 2021 (unaudited) Change in Fair Value of Other Derivative Instruments $ — $ (5,048,594 ) $ (5,048,594 ) Total other income (expense) (5,023,035 ) (5,048,594 ) (10,071,629 ) Net (loss) income (5,539,180 ) (5,048,594 ) (10,587,774 ) Basic and Diluted Net Income Per Class A Ordinary Share $ (0.11 ) $ (0.10 ) $ (0.21 ) Basic and Diluted Net Income Per Class B Ordinary Share $ (0.11 ) $ (0.10 ) $ (0.21 ) Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited) Change in Fair Value of Other Derivative Instruments $ — $ (5,048,594 ) $ (5,048,594 ) Total other income (expense) 3,437,960 (5,048,594 ) (1,610,634 ) Net (loss) income 1,991,985 (5,048,594 ) (3,056,609 ) Basic and Diluted Net Income Per Cl a $ 0.04 $ (0.10 ) $ (0.06 ) Basic and Diluted Net Income Per Class B Ordinary Share $ 0.04 $ (0.10 ) $ (0.06 ) Statement of Cash Flows for the Three Months Ended March 31, Change in value of Class A ordinary shares subject to possible redemption $ 12,527,610 $ (12,527,610 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 Change in value of Class A ordinary shares subject to possible redemption $ 7,460,480 $ (7,460,480 ) $ — Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Net (loss) income $ 1,991,985 $ (5,048,594 ) $ (3,056,609 ) |
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 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
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 Significant Other Significant Other As of September 30, 2021: Assets: Investments held in Trust Account - U.S Treasury Securities Money Market Fund $ 402,518,127 $ — $ — Liabilities Derivative warrant liabilities - Public $ 17,307,500 $ — $ — Derivative warrant liabilities - Private $ 8,643,000 Other derivative instruments $ — $ — $ 5,048,594 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 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 for warrants 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 % |
Warrant Liabilities [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
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) warrant liabilities for the nine months ended September 30, 2021: Public Private Total Warrant Beginning balance at December 31, 2020 $ 19,588,333 $ 9,782,000 $ 29,370,333 Change in fair value (2,280,833 ) (1,139,000 ) (3,419,833 ) Transfers out of Level 3 during nine months ended September 30, 2021 (17,307,500 ) (8,643,000 ) (25,950,500 ) Ending balance as of September 30, 2021 $ — $ — $ — Forward Currency Contract |
Forward Currency Contract [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Summary of Provides Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Expected Business Combination closing date December 31, 2021 Probability of Business Combination close prior to April 19, 2022 70 % Risk-free interest rate 0.056 % EUR to USD forward exchange rate 1.1954 Counterparty credit risk De minimis |
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) forward currency contract liabi lities Other Derivative instruments Beginning balance at December 31, 2020 $ — Change in fair value 5,048,594 Transfers out of Level 3 during nine months ended September 30, 2021 — Ending balance as of September 30, 2021 $ 5,048,594 |
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, 2020$ / shares | 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 | Jun. 30, 2021$ / shares | Mar. 31, 2021$ / 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 | ||||||||||||||
Stock issued during the period for services value | $ 25,000 | ||||||||||||||
Proceeds of note payable from related parties | $ 0 | 1,250,000 | |||||||||||||
Note payable – related party | 1,250,000 | $ 0 | |||||||||||||
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 | ||||||||||||||
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 | $ 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 | $ 0.0001 | $ 0.0001 | ||||||||||
Stock issued during the period for services value | $ 25,000 | $ 25,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) $ / shares in Units, € in Millions | Sep. 30, 2021USD ($)$ / shares | Jul. 19, 2021EUR (€) | Dec. 31, 2020$ / shares |
Common Class A [Member] | |||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | $ 10 | |
Minimum Net Worth Required for Compliance | $ | $ 5,000,001 | ||
Deal-contingent forward currency contract [Member] | |||
Purchase Obligation | € | € 305 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of revision on the Company's financial statements (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 | $ 402,500,000 | ||||
Additional Paid in Capital | 0 | 0 | 0 | ||||
Accumulated Deficit | (46,000,571) | (46,000,571) | (42,873,283) | ||||
Other derivative instruments | 5,048,594 | 5,048,594 | 0 | ||||
Change in value of other derivative instruments | (5,048,594) | (5,048,594) | |||||
Total other income (expense) | (10,071,629) | (1,610,634) | |||||
Net (loss) income | $ (11,074) | (10,587,774) | $ (5,067,128) | $ 12,598,293 | (3,056,609) | ||
As Previously Reported | |||||||
Class A ordinary shares subject to possible redemption | 362,088,200 | 367,155,330 | $ 362,088,200 | ||||
Additional Paid in Capital | 2,336,837 | 0 | 2,336,837 | ||||
Accumulated Deficit | (40,951,977) | 2,261,761 | 4,998,647 | 2,261,761 | (40,951,977) | ||
Other derivative instruments | 0 | 0 | |||||
Change in value of other derivative instruments | 0 | 0 | |||||
Total other income (expense) | (5,023,035) | 3,437,960 | |||||
Net (loss) income | (5,539,180) | 1,991,985 | |||||
Change in value of Class A ordinary shares subject to possible redemption | 12,527,610 | 7,460,480 | |||||
Adjustments | |||||||
Class A ordinary shares subject to possible redemption | 40,411,800 | 35,344,670 | 40,411,800 | ||||
Additional Paid in Capital | (2,336,837) | 0 | (2,336,837) | ||||
Accumulated Deficit | (5,048,594) | (38,074,558) | (35,344,316) | (38,074,558) | (5,048,594) | ||
Other derivative instruments | (5,048,594) | (5,048,594) | |||||
Change in value of other derivative instruments | (5,048,594) | (5,048,594) | |||||
Total other income (expense) | (5,048,594) | (5,048,594) | |||||
Net (loss) income | (5,048,594) | (5,048,594) | |||||
Change in value of Class A ordinary shares subject to possible redemption | (12,527,610) | (7,460,480) | |||||
As Restated [Member] | |||||||
Class A ordinary shares subject to possible redemption | 402,500,000 | 402,500,000 | 402,500,000 | ||||
Common stock | 0 | 0 | 0 | ||||
Additional Paid in Capital | 0 | 0 | 0 | ||||
Accumulated Deficit | (46,000,571) | (35,412,797) | (30,345,669) | (35,412,797) | (46,000,571) | ||
Other derivative instruments | (5,048,594) | (5,048,594) | |||||
Change in value of other derivative instruments | (5,048,594) | (5,048,594) | |||||
Total other income (expense) | (10,071,629) | (1,610,634) | |||||
Net (loss) income | (10,587,774) | (3,056,609) | |||||
Common Class A [Member] | |||||||
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 | |||||
Basic and Diluted Net Income Per Ordinary Share | $ (0.21) | $ (0.06) | |||||
Common Class A [Member] | As Previously Reported | |||||||
Common stock | $ 405 | $ 354 | $ 405 | ||||
Basic and Diluted Net Income Per Ordinary Share | (0.11) | $ 0 | $ 0 | $ 0 | 0.04 | ||
Common Class A [Member] | Adjustments | |||||||
Common stock | $ (405) | $ (354) | $ (405) | ||||
Basic and Diluted Net Income Per Ordinary Share | (0.10) | $ (0.10) | $ 0.25 | $ 0.15 | (0.10) | ||
Common Class A [Member] | As Restated [Member] | |||||||
Basic and Diluted Net Income Per Ordinary Share | $ (0.21) | (0.10) | 0.25 | 0.15 | $ (0.06) | ||
Common Class B [Member] | |||||||
Common stock | $ 1,006 | $ 1,006 | $ 1,006 | ||||
Basic and Diluted Net Income Per Ordinary Share | $ (0.21) | $ (0.06) | |||||
Common Class B [Member] | As Previously Reported | |||||||
Basic and Diluted Net Income Per Ordinary Share | (0.11) | (0.50) | 1.38 | 0.75 | 0.04 | ||
Common Class B [Member] | Adjustments | |||||||
Basic and Diluted Net Income Per Ordinary Share | (0.10) | 0.40 | (1.13) | (0.60) | (0.10) | ||
Common Class B [Member] | As Restated [Member] | |||||||
Basic and Diluted Net Income Per Ordinary Share | $ (0.21) | $ (0.10) | $ 0.25 | $ 0.15 | $ (0.06) |
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] | ||
Redeemable ordinary 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. 23, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Nov. 24, 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 | ||||
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 ($)shares | Jul. 18, 2021EUR (€)shares | Jun. 30, 2021USD ($)$ / shares | Mar. 31, 2021$ / shares | Jan. 15, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Nov. 11, 2020USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during the period for services value | $ 25,000 | |||||||||||||
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 | $ 0 | |||||||||||
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 | ||||||||||||
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 | $ 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 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 10, 2020 | Sep. 07, 2020 |
Class of Stock [Line Items] | ||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 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 | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||
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 | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common Stock, Shares, Issued | 10,062,500 | 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% |
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 | |
Class of warrant redemption price | 0.10 | |
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 | 13,416,667 |
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] | ||
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 | 6,700,000 | 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 |
Other Derivative Instruments -
Other Derivative Instruments - Additional Information (Detail) € in Millions | Jul. 19, 2021EUR (€) |
Deal-contingent forward currency contract [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Purchase Obligation | € 305 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |||
Term of restricted investment | 185 days | ||
Gain loss on derivative instruments, net, pre-tax | $ 5,000,000 | $ 5,000,000 | |
Fair value adjustment of warrants | $ 0 | $ (3,419,833) |
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] | ||
Liabilities: | ||
Other derivative instruments | $ 5,048,594 | |
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) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020yr | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Forward Currency Contract [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liabilities, Measurement Input | December 31, 2021 | |
Measurement Input, Share Price [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 9.79 | |
Measurement Input, Exercise Price [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [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, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.0069 | |
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Forward Currency Contract [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.00056 | |
Measurement Input, Price Volatility [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.230 | |
Measurement Input, Expected Term [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 5 | |
Measurement Input, Expected Dividend Rate [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Measurement Input Probability of Business Combination [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Forward Currency Contract [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.70 | |
Measurement Input forward exchange rate [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Forward Currency Contract [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.1954 | |
Measurement Input, Counterparty Credit Risk [Member] | Forward Currency Contract [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Measurement Input description | De minimis |
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 ($) | |
Warrant Liabilities [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 29,370,333 |
Change in fair value | (3,419,833) |
Transfers out of Level 3 | (25,950,500) |
Ending balance | 0 |
Forward Currency Contract [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 0 |
Change in fair value | 5,048,594 |
Transfers out of Level 3 | 0 |
Ending balance | 5,048,594 |
Public Warrant [Member] | Warrant Liabilities [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 19,588,333 |
Change in fair value | (2,280,833) |
Transfers out of Level 3 | (17,307,500) |
Ending balance | 0 |
Private Warrant [Member] | Warrant Liabilities [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 9,782,000 |
Change in fair value | (1,139,000) |
Transfers out of Level 3 | (8,643,000) |
Ending balance | $ 0 |