Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 18, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Dragoneer Growth Opportunities Corp. III | |
Entity Central Index Key | 0001827076 | |
Entity File Number | 001-40264 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 98-1560356 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | One Letterman Drive | |
Entity Address, Address Line Two | Building D, Suite M500 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94129 | |
City Area Code | 415 | |
Local Phone Number | 539-3099 | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Trading Symbol | DGNU | |
Security Exchange Name | NASDAQ | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,067,606 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,766,902 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 3,342,461 | ||
Prepaid expenses | 1,087,070 | ||
Total Current Assets | 4,429,531 | ||
Deferred offering costs | $ 66,224 | ||
Cash held in Trust Account | 430,676,061 | ||
TOTAL ASSETS | 435,105,592 | 66,224 | |
Current Liabilities | |||
Accrued offering costs | 653,379 | 18,774 | |
Accounts payable and other accrued expenses | 170,937 | ||
Promissory note – related party | 27,450 | ||
Convertible note – related party, net of debt discount | 224,690 | ||
Total current liabilities | 1,049,006 | 46,224 | |
Warrant liability | 20,590,233 | ||
Conversion option liability | 2,827,922 | ||
Deferred underwriting fee payable | 15,073,661 | ||
Total Liabilities | 39,540,822 | 46,224 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, 43,067,606 and no shares at $10.00 per share redemption value as of June 30, 2021 and December 31, 2020, respectively | 430,676,061 | ||
Shareholders' (Deficit) Equity | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |||
Additional paid-in capital | 0 | 23,850 | |
Accumulated deficit | (35,112,368) | (5,000) | |
Total Shareholders' (Deficit) Equity | (35,111,291) | 20,000 | |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 435,105,592 | 66,224 | |
Common Class A | |||
Shareholders' (Deficit) Equity | |||
Common stock, value | |||
Total Shareholders' (Deficit) Equity | 0 | 0 | |
Common Class B | |||
Shareholders' (Deficit) Equity | |||
Common stock, value | [1] | 1,077 | 1,150 |
Total Shareholders' (Deficit) Equity | $ 1,077 | $ 1,150 | |
[1] | Included at December 31, 2020, are 1,500,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in party by the underwriters. On May 6, 2021 the underwriters partially exercised their over-allotment option and 733,098 Class B ordinary shares were forfeited (see Note 5). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorised | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A | ||
Temporary equity shares outstanding | 43,067,606 | 0 |
Share redemption value | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 20,000,000 | 20,000,000 |
Common stock shares issued | 10,766,902 | 11,500,000 |
Common stock shares outstanding | 10,766,902 | 11,500,000 |
Common stock subject to forfeiture | 0 | |
Common Class B | Over-Allotment Option [Member] | ||
Common stock subject to forfeiture | 1,500,000 | 1,500,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Formation costs and other operating expenses | $ 365,526 | $ 435,889 |
Loss from operations | (365,526) | (435,889) |
Other expense: | ||
Interest expense – amortization of debt discount | (52,613) | (52,613) |
Change in fair value of warrant liability | (3,021,878) | (2,209,144) |
Loss from issuance of Private Placement Warrants | (515,358) | (7,767,566) |
Transaction costs allocable to warrant liability | 0 | (41,191) |
Other expense, net | (3,589,849) | (10,070,514) |
Net loss | $ (3,955,375) | $ (10,506,403) |
Common Class A | ||
Other expense: | ||
Weighted average shares outstanding of shares | 41,874,648 | 41,739,364 |
Basic and diluted net loss per share | $ 0 | $ 0 |
Common Class B | ||
Other expense: | ||
Net loss | $ (3,955,375) | $ (10,506,403) |
Weighted average shares outstanding of shares | 10,468,662 | 10,439,371 |
Basic and diluted net loss per share | $ (0.38) | $ (1.01) |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Deficit - USD ($) | Total | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ 20,000 | $ 0 | $ 1,150 | $ 23,850 | $ (5,000) |
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 11,500,000 | |||
Sale of 40,000,000 Units, net of underwriting discounts and offering expenses | 377,062,295 | $ 4,000 | $ 0 | 377,058,295 | 0 |
Sale of 40,000,000 Units, net of underwriting discounts and offering expenses, Shares | 40,000,000 | 0 | |||
Class A ordinary shares subject to possible redemption | (400,000,000) | $ (4,000) | $ 0 | (377,082,145) | (22,913,855) |
Class A ordinary shares subject to possible redemption, Shares | (40,000,000) | 0 | |||
Net loss | (6,551,028) | 0 | (6,551,028) | ||
Ending Balance at Mar. 31, 2021 | (29,468,733) | $ 0 | $ 1,150 | 0 | (29,469,883) |
Ending Balance, Shares at Mar. 31, 2021 | 0 | 11,500,000 | |||
Beginning Balance at Dec. 31, 2020 | 20,000 | $ 0 | $ 1,150 | 23,850 | (5,000) |
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 11,500,000 | |||
Net loss | (10,506,403) | $ (10,506,403) | |||
Ending Balance at Jun. 30, 2021 | (35,111,291) | $ 0 | $ 1,077 | (35,112,368) | |
Ending Balance, Shares at Jun. 30, 2021 | 0 | 10,766,902 | |||
Beginning Balance at Mar. 31, 2021 | (29,468,733) | $ 0 | $ 1,150 | 0 | (29,469,883) |
Beginning Balance, Shares at Mar. 31, 2021 | 0 | 11,500,000 | |||
Sale of 40,000,000 Units, net of underwriting discounts and offering expenses | 28,988,878 | $ 307 | $ 0 | 28,988,571 | 0 |
Sale of 40,000,000 Units, net of underwriting discounts and offering expenses, Shares | 3,067,606 | 0 | |||
Forfeiture of 733,098 Founder Shares | $ (73) | 73 | |||
Forfeiture of 733,098 Founder Shares, Shares | (733,098) | ||||
Class A ordinary shares subject to possible redemption | (30,676,061) | $ (307) | $ 0 | (28,988,571) | (1,687,183) |
Class A ordinary shares subject to possible redemption, Shares | (3,067,606) | 0 | |||
Net loss | (3,955,375) | $ (3,955,375) | $ 0 | (3,955,375) | |
Ending Balance at Jun. 30, 2021 | $ (35,111,291) | $ 0 | $ 1,077 | $ (35,112,368) | |
Ending Balance, Shares at Jun. 30, 2021 | 0 | 10,766,902 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholders' Deficit (Parenthetical) | 3 Months Ended |
Jun. 30, 2021USD ($)shares | |
Forfeiture of 733,098 Founder Shares | |
Founder Share [Member] | |
Forfeiture of 733,098 Founder Shares | $ 733,098 |
Common Class A | |
Stock issued during period shares new issues | shares | 3,067,606 |
Forfeiture of 733,098 Founder Shares |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | ||
Net (loss) | $ (3,955,375) | $ (10,506,403) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liability | 3,021,878 | 2,209,144 |
Loss from issuance of Private Placement Warrants | 515,358 | 7,767,566 |
Transaction costs allocated to warrant liability | 0 | 41,191 |
Amortization of debt discount | 52,613 | 52,613 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,067,470) | |
Accounts payable and accrued expenses | 170,937 | |
Net cash used in operating activities | (1,332,422) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (430,676,061) | |
Net cash used in investing activities | (430,676,061) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 422,062,539 | |
Proceeds from sale of Private Placement Warrants | 10,613,522 | |
Payment of offering costs | (96,281) | |
Repayment of promissory note – related party | (228,836) | |
Proceeds from convertible note – related party | 3,000,000 | |
Net cash provided by financing activities | 435,350,944 | |
Net Change in Cash | 3,342,461 | |
Cash – Beginning of period | 0 | |
Cash – End of period | 3,342,461 | 3,342,461 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 587,155 | |
Offering costs paid through promissory note | 181,786 | |
Payment of prepaid expenses through promissory note | 19,600 | |
Initial classification of Class A ordinary shares subject to possible redemption | 430,676,061 | |
Deferred underwriting fee payable | $ 15,073,661 | 15,073,661 |
Initial Classification of conversion option | $ 2,827,922 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Text Block [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF Dragoneer Growth Opportunities Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 25, 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to 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 a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering became effective on March 22, 2021. On March 25, 2021, the Company consummated the Initial Public Offering of 40,000,000 Class A ordinary shares (the “Public Shares”), at $10.00 per Public Share, generating gross proceeds of $400,000,000 which is described in Note 3 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Dragoneer Growth Opportunities Holdings III (an affiliate of Dragoneer Investment Group, LLC (the “Sponsor”)), generating gross proceeds of $10,000,000, which is described in Note 4 Transaction costs amounted to $24,666,079, consisting of $8,613,522 of underwriting fees, $15,073,661 of deferred underwriting fees and $978,896 of other offering costs. Following the closing of the Initial Public Offering on March 25, 2021, an amount of $400,000,000 ($10.00 per Public Shares) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and may be invested 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 any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 On May 6, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 3,067,606 Public Shares issued for an aggregate amount of $ 30,676,060 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Exchange listing rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share 5 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote in person or by proxy at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 4 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until March 25, 2023 (or June 25, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by March 25, 2023 but has not completed a Business Combination by March 25, 2023) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (an “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Shares due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 24, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $ 24,666,079 $ 24,624,888 were charged to shareholders’ equity and $ 41,191 was expensed to the condensed statements of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares is affected by charges against additional paid in capital and accumulated deficit. Warrant Liability 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 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, 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 9 Income The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary 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 calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the private placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Six Months Ended Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — $ — Net Earnings allocable to Redeemable Class A Ordinary Shares $ — $ — Denominator: Weighted Average Redeemable Class A 41,874,648 41,739,364 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss Redeemable Class A Ordinary Shares $ (3,955,375 ) $ (10,506,403 ) Less: Income attributable to Redeemable Class A Ordinary Shares — — Non-Redeemable $ (3,955,373 ) $ (10,506,403 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable 10,468,662 10,439,371 Loss/Basic and Diluted Non-Redeemable $ (0.38 ) $ (1.01 ) Note: As of June 30, 2021, basic and diluted shares are the same as there are no non-redeemable 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 Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for the Private Placement Warrants (see Note 9 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 a significant Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares, at a purchase price of $10.00 per Public Share. The underwriters partially exercised their over-allotment option on May 6, 2021, resulting in the sale of an additional 3,067,606 Public Shares at $10.00 per Public Share . |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,000,000. As a result of the underwriters’ partial exercise of their over-allotment option on May 6, 2021, the Sponsor purchased an additional 613,522 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $613,522. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. T he Company incurred a loss of $515,358 and related to the issuance of the Private Placement Warrants for the three and six months ended June 30, 2021, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). On February 3, 2021, the Company effected a share dividend and on March 1, 2021 the Company effected a share cancellation, resulting in 11,500,000 Founder Shares outstanding at December 31, 2020. All share per-share as-converted . The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 766,902 Founder Shares are no longer subject to forfeiture and 733,098 Founder Shares were forfeited, resulting in there being a total of 10,766,902 Founder Shares issued and outstanding. Promissory Note — Related On September 29, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $3,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of 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. On June 18, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $3,000,000 (the “Convertible Promissory Note”), which the Company drew in full on the same day. The Convertible Promissory Note is non-interest The Company assessed the provisions of the Convertible Promissory Note under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to debt discount. The conversion option was valued using a Black-Scholes Option Pricing Model, which is considered to be Level 3 fair value measurement (see Note 9). The debt discount is being amortized to interest expense as a non-cash charge over the term of the Convertible Promissory Note, which is assumed to be March 25, 2023, the Company’s expected Business Combination date. The Company initially recorded the $3,000,000 convertible promissory note net of a debt discount of $2,827,923 , on the accompanying condensed balance sheet. During the three and six months ended June 30, 2021, the Company recorded $52,613 of interest expense related to the amortization of the debt discount. The balance of the debt discount amounted to $2,775,310 at June 30, 2021. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on March 22, 2021, the holders of the Founder Shares and Private Placement Warrants, and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and conversion of Founder Shares) are entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a 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 are entitled to a deferred fee of $0.35 per Public Share, or $15,073,661 in the aggregate. 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. Forward Purchase Agreement The Company entered into a |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares The Company determined the Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per Public Share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the forward purchase agreement, it was concluded that the redemption value should include all Public Shares resulting in the Class A ordinary shares subject to possible redemption being equal to 430,676,060. This resulted in a measurement adjustment to the carrying value of the Class A ordinary shares subject to redemption with the offset recorded to additional paid-in Class B Ordinary Shares for each share. At June 30, 2021 there are no shares subject to forfeiture and at December 31, 2020, there were 11,500,000 shares outstanding with 1,500,000 subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Class B ordinary shares would Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. In a vote to continue the company in a jurisdiction outside the Cayman Islands, only holders of the Founder Shares will have the right to vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof 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. |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2021 | |
Warrant Liability [Abstract] | |
Warrant Liability | NOTE 8. WARRANT LIABILITY As of June 30, 2021, there are 10,613,522 Private Placement Warrants outstanding. As of December 31, 2020 there were no warrants outstanding. Each Private Placement Warrant entitles the holder to purchase one Class A The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Private Placement Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Private Placement Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Private Placement Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Private Placement Warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Private Placement Warrants. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Private Placement Warrants expire or are redeemed, as specified in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the Private Placement Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Private Placement Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Private Placement Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Private Placement Warrants will not receive any of such funds with respect to their Private Placement Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Private Placement Warrants. Accordingly, the Private Placement Warrants may expire worthless. The Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2021, assets held in the Trust Account were comprised of $430,676,061 held in cash. During the three and six months ended June 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2021 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 20,590,232 Warrant Liability – Conversion Option 3 2,827,922 There were no assets or liabilities measured on a recurring basis at December 31, 2020. The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented in the accompanying condensed balance sheets. The Private Placement Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed statements of operations. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Option Pricing model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The following table provides quantitative information regarding Level 3 fair value measurements: As of Stock price $ 10.00 Strike price $ 11.50 Volatility 27.0 % Risk-free rate 1.13 % Dividend yield 0.0 % Fair value of warrants $ 1.94 The following table presents the changes in the fair value of Level 3 warrant liabilities: Warrant Fair value as of January 1, 2021 $ — Initial measurement on March 25, 2021 17,252,208 Change in fair value 2,147,792 Measurement of the additional Private Placement warrants issued on May 6 , 1,190,233 Fair value as of June 30, 2021 $ 20,590,233 There were no transfers to/from Levels 1, 2, or 3 for the three and six months ended June 30, 2021. Conversion The liability for the conversion option was valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the conversion option is the expected volatility of the ordinary shares. The following table presents the changes in the fair value of the conversion option liability: Conversion Fair value as of January 1, 2021 $ — Initial classification of conversion option 2,827,922 Change in fair value — Fair Value as of June 30, 2021 $ 2,827,922 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 24, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
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 did not have any cash equivalents as of June 30, 2021 and December 31, 2020. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $ 24,666,079 $ 24,624,888 were charged to shareholders’ equity and $ 41,191 was expensed to the condensed statements of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares is affected by charges against additional paid in capital and accumulated deficit. |
Warrant Liability | Warrant Liability 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 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, 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 9 |
Income Taxes | Income The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary 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 calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the private placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Six Months Ended Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — $ — Net Earnings allocable to Redeemable Class A Ordinary Shares $ — $ — Denominator: Weighted Average Redeemable Class A 41,874,648 41,739,364 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss Redeemable Class A Ordinary Shares $ (3,955,375 ) $ (10,506,403 ) Less: Income attributable to Redeemable Class A Ordinary Shares — — Non-Redeemable $ (3,955,373 ) $ (10,506,403 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable 10,468,662 10,439,371 Loss/Basic and Diluted Non-Redeemable $ (0.38 ) $ (1.01 ) Note: As of June 30, 2021, basic and diluted shares are the same as there are no non-redeemable |
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 Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for the Private Placement Warrants (see Note 9 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 a significant Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Earning Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Six Months Ended Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — $ — Net Earnings allocable to Redeemable Class A Ordinary Shares $ — $ — Denominator: Weighted Average Redeemable Class A 41,874,648 41,739,364 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss Redeemable Class A Ordinary Shares $ (3,955,375 ) $ (10,506,403 ) Less: Income attributable to Redeemable Class A Ordinary Shares — — Non-Redeemable $ (3,955,373 ) $ (10,506,403 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable 10,468,662 10,439,371 Loss/Basic and Diluted Non-Redeemable $ (0.38 ) $ (1.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Of Company's Liabilities Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2021 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 20,590,232 Warrant Liability – Conversion Option 3 2,827,922 |
Summary Of Quantitative Information Of Fair Value Measurement | The following table provides quantitative information regarding Level 3 fair value measurements: As of Stock price $ 10.00 Strike price $ 11.50 Volatility 27.0 % Risk-free rate 1.13 % Dividend yield 0.0 % Fair value of warrants $ 1.94 |
Summary Of Changes In The Fair Value Of Level 3 Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Warrant Fair value as of January 1, 2021 $ — Initial measurement on March 25, 2021 17,252,208 Change in fair value 2,147,792 Measurement of the additional Private Placement warrants issued on May 6 , 1,190,233 Fair value as of June 30, 2021 $ 20,590,233 |
Summary Of Changes In The Fair Value Of The Conversion Option Liability | The following table presents the changes in the fair value of the conversion option liability: Conversion Fair value as of January 1, 2021 $ — Initial classification of conversion option 2,827,922 Change in fair value — Fair Value as of June 30, 2021 $ 2,827,922 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | May 06, 2021 | Mar. 25, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Initial public offering per units | $ 10 | ||||
Proceeds from issuance initial public offering | $ 400,000,000 | ||||
Proceeds from sales of private placement warrants | $ 10,000,000 | ||||
Proceeds from Issuance of private placement | 10,000,000 | ||||
Business acquisition transaction costs | $ 24,666,079 | 24,666,079 | |||
Payment of stock issuance costs | 8,613,522 | ||||
Other offering costs | $ 978,896 | ||||
Maturity of investments days | 185 days | ||||
Business acquisition percentage of voting interests acquired | 50.00% | 50.00% | |||
Deferred underwriting fee | $ 15,073,661 | $ 15,073,661 | |||
Business combinations and acquisitions tangible assets | $ 5,000,001 | ||||
Percentage of initial public offering shares | 15.00% | ||||
Percentage of initial public offering shares redemption | 100.00% | ||||
Payment of dissolution expenses | $ 100,000 | ||||
Proceeds from issuance of warrants | 10,613,522 | ||||
Investment of cash in Trust Account | $ 30,676,060 | 430,676,061 | |||
Cash held in Trust Account | $ 430,676,060 | $ 430,676,061 | $ 430,676,061 | ||
Over-Allotment Option | |||||
Stock issued during period shares new issues | 3,067,606 | ||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | ||
Private Placement | |||||
Sale of stock, price per share | 1 | $ 1 | |||
Private Placement Warrants | |||||
Number of warrants issued | 613,522 | 10,000,000 | |||
Warrants Issue Price | $ 1 | $ 1 | $ 1 | ||
Proceeds from issuance of warrants | $ 613,522 | $ 10,000,000 | |||
Common Class A | |||||
Stock issued during period shares new issues | 3,067,606 | 40,000,000 | |||
Common Class A | IPO | |||||
Stock issued during period shares new issues | 40,000,000 | 40,000,000 | |||
Proceeds from issuance initial public offering | $ 400,000,000 | ||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Offering costs | $ 24,624,888 | |
Unrecognized tax benefits | 0 | $ 0 |
Accrued for interest and penalties | 0 | $ 0 |
Cash, FDIC Insured Amount | 250,000 | |
Other Expense | ||
Accounting Policies [Line Items] | ||
Offering costs allocated to warrant liabilities | $ 41,191 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Earnings allocable to Ordinary Shares | |||
Net Loss | $ (3,955,375) | $ (6,551,028) | $ (10,506,403) |
Common Class A | |||
Numerator: Earnings allocable to Ordinary Shares | |||
Interest income | 0 | 0 | |
Less: Income attributable to shares subject to redemption | $ 0 | $ 0 | |
Denominator: Weighted Average Redeemable Ordinary Shares | |||
Ordinary Shares, Basic and Diluted | 41,874,648 | 41,739,364 | |
Basic and Diluted Ordinary Shares | $ 0 | $ 0 | |
Common Class B | |||
Numerator: Earnings allocable to Ordinary Shares | |||
Net Loss | $ (3,955,375) | $ (10,506,403) | |
Less: Income attributable to shares subject to redemption | 0 | 0 | |
Non-Redeemable Net Loss | $ (3,955,373) | $ (10,506,403) | |
Denominator: Weighted Average Redeemable Ordinary Shares | |||
Ordinary Shares, Basic and Diluted | 10,468,662 | 10,439,371 | |
Basic and Diluted Ordinary Shares | $ (0.38) | $ (1.01) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | May 06, 2021 | Mar. 25, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Common Class A | |||||
Stock issued during period shares new issues | 3,067,606 | 40,000,000 | |||
IPO | Common Class A | |||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | ||
Stock issued during period shares new issues | 40,000,000 | 40,000,000 | |||
Over-Allotment Option | |||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | ||
Stock issued during period shares new issues | 3,067,606 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | May 06, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Proceeds from issuance of warrants | $ 10,613,522 | ||
Loss from issuance of private placement warrants | $ 515,358 | $ 7,767,566 | |
Private Placement Warrants | |||
Number of warrants issued | 613,522 | 10,000,000 | |
Warrants issue price | $ 1 | $ 1 | $ 1 |
Proceeds from issuance of warrants | $ 613,522 | $ 10,000,000 | |
Loss from issuance of private placement warrants | $ (515,358) | $ (7,767,566) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 18, 2021 | May 06, 2021 | Mar. 25, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Feb. 03, 2021 | Dec. 31, 2020 | Sep. 29, 2020 |
Payments of Stock Issuance Costs | $ 8,613,522 | ||||||||
Repayments of Related Party Debt | 228,836 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,000,000 | ||||||||
Warrants exercise per share | $ 1 | ||||||||
Interest expense, debt | $ 52,613 | 52,613 | |||||||
Proceeds from convertible note – related party | 3,000,000 | ||||||||
Debt instrument, unamortized discount | $ 2,775,310 | $ 2,775,310 | |||||||
Maximum [Member] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 3,000,000 | ||||||||
Founder Shares | |||||||||
Payments of Stock Issuance Costs | $ 25,000 | ||||||||
Stock issued during period subject to forfeiture | 1,500,000 | 1,500,000 | |||||||
Percent of stock convertible | 20.00% | 20.00% | |||||||
Stock price threshold limit | $ 12 | ||||||||
Common stock shares outstanding | 10,766,902 | 11,500,000 | |||||||
Common stock subject to forfeited | 733,098 | ||||||||
Common stock shares issued | 10,766,902 | ||||||||
Promissory Note | |||||||||
Repayments of Related Party Debt | $ 228,836 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | ||||||||
Warrant issue price | $ 1 | $ 1 | |||||||
Working Capital Loans | |||||||||
Convertible Debt | $ 3,000,000 | $ 3,000,000 | |||||||
Convertible Promissory Note | Sponsor | |||||||||
Debt instrument, face amount | $ 2,827,923 | $ 2,827,923 | |||||||
Common Class B | |||||||||
Common stock shares outstanding | 10,766,902 | 10,766,902 | 11,500,000 | ||||||
Common stock subject to forfeited | 733,098 | ||||||||
Common stock shares issued | 10,766,902 | 10,766,902 | 11,500,000 | ||||||
Common Class B | Founder Shares | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,875,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | May 06, 2021 | Jun. 30, 2021 |
Other Commitments [Line Items] | ||
Deferred underwriting fee payable per share | $ 0.35 | |
Deferred underwriting fee payable non current | $ 15,073,661 | |
Underwriting Agreement | ||
Other Commitments [Line Items] | ||
Overallotment option vesting period | 45 days | |
Stock issued during period shares new issues | 6,000,000 | |
Forward Contracts | ||
Other Commitments [Line Items] | ||
Stock repurchased during period, shares | 5,000,000 | |
Purchase price per share | $ 10 | |
Payments for repurchase of private placement | $ 50,000,000 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Sale of stock, price per share | $ 10 | $ 10 |
Stock issued during period shares new issues | 3,067,606 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | May 06, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred stock shares authorised | 1,000,000 | 1,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Minimum | |||
Class of Stock [Line Items] | |||
Minimum net worth required for compliance | $ 5,000,001 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock shares authorised | 200,000,000 | 200,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Common stock shares description of voting rights | one vote | ||
Temporary equity redemption price per share | $ 10 | ||
Temporary equity carrying amount attributable to parent | $ 430,676,060 | ||
Common Class A | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 43,067,606 | 0 | |
Common stock shares outstanding | 43,067,606 | 0 | |
Common Class A | Founder Shares | |||
Class of Stock [Line Items] | |||
Percentage of common stock outstanding | 20.00% | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock shares authorised | 20,000,000 | 20,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 10,766,902 | 11,500,000 | |
Common stock shares outstanding | 10,766,902 | 11,500,000 | |
Common stock shares description of voting rights | one vote | ||
Common stock subject to forfeiture | 733,098 | 0 | |
Percentage of ordinary shares after forfeiture equal to common stock issued and outstanding ordinary shares after the IPO. | 20.00% | ||
Common Class B | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Common stock subject to forfeiture | 1,500,000 | 1,500,000 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants or rights term | 5 years | |
Class of warrant or right, outstanding | 0 | |
Class of Warrant or Right, Outstanding | 0 | |
Private Placement Warrants | ||
Class of warrant or right, outstanding | 10,613,522 | |
Class of Warrant or Right, Outstanding | 10,613,522 | |
Common Class A | Private Placement Warrants | ||
Share price | $ 11.50 | |
Period within which warrants exercise after the completion of a business combination | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Company's Liabilities Measured At Fair Value On A Recurring Basis (Detail) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring | Jun. 30, 2021USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Warrant Liability – Private Placement Warrants | $ 20,590,232 |
Warrant Liability – Conversion Option | $ 2,827,922 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Quantitative Information Of Fair Value Measurement (Detail) - Fair Value, Inputs, Level 3 | Jun. 30, 2021$ / shares |
Stock price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 10 |
Strike price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 11.50 |
Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 27 |
Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 1.13 |
Dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 0 |
Fair value of warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 1.94 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Changes In The Fair Value Of Level 3 Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Change in fair value | $ 3,021,878 | $ 2,209,144 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair value as of January 1, 2021 | ||
Initial measurement on March 25, 2021 | 17,252,208 | |
Change in fair value | 2,147,792 | |
Measurement of the additional Private Placement warrants issued on May 6, 2021 | 1,190,233 | |
Fair value as of June 30, 2021 | $ 20,590,233 | $ 20,590,233 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary Of Changes In The Fair Value Of The Conversion Option Liability (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of January 1, 2021 | |
Initial Classification of conversion option | 2,827,922 |
Change in fair value | |
Fair Value as of June 30, 2021 | $ 2,827,922 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
No assets or liabilities | $ 0 | ||
Fair Value, Inputs, Level 1, 2 and 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | $ 0 | $ 0 | |
Cash | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in trust account | $ 430,676,061 | $ 430,676,061 |