Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document and Entity Information | |
Document Type | S-4/A |
Entity Registrant Name | MOTIVE CAPITAL CORP |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001827821 |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 27, 2020 |
Current assets: | |||||
Cash | $ 714,628 | $ 1,674,650 | |||
Prepaid expenses | 379,221 | 651,605 | |||
Total current assets | 1,093,849 | 2,326,255 | |||
Investments held in Trust Account | 414,100,847 | 414,020,525 | |||
Total Assets | 415,194,696 | 416,346,780 | |||
Current liabilities: | |||||
Accounts payable | 2,775,955 | 961 | |||
Accrued expenses | 1,069,580 | 415,560 | |||
Total current liabilities | 3,845,535 | 416,521 | |||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | |||
Derivative liabilities | 29,283,330 | 40,532,280 | |||
Total liabilities | 47,618,865 | 55,438,801 | |||
Commitments and Contingencies | |||||
Class A ordinary shares subject to possible redemption | 414,000,000 | 414,000,000 | |||
Shareholders' Deficit: | |||||
Preference shares, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | |||||
Accumulated deficit | (46,425,204) | (53,093,056) | |||
Total shareholders' deficit | (46,424,169) | $ (35,053,035) | $ (32,174,208) | (53,092,021) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | 415,194,696 | 416,346,780 | |||
Class A Ordinary Shares Subject to Redemption | |||||
Current liabilities: | |||||
Class A ordinary shares subject to possible redemption | 414,000,000 | 414,000,000 | |||
Class B Ordinary Shares | |||||
Shareholders' Deficit: | |||||
Common stock | $ 1,035 | $ 1,035 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Dec. 10, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 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 | |||
Par value | $ 0.0001 | ||||
Temporary equity, par value, (per share) | 0.0001 | ||||
Over-allotment option | |||||
Purchase price, per unit | 10 | ||||
Class A Ordinary Shares | |||||
Par value | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Common shares, shares authorized | 500,000,000 | 500,000,000 | |||
Common shares, shares issued | 5,763,241 | ||||
Common shares, shares outstanding | 5,763,241 | ||||
Temporary equity, par value, (per share) | 0.0001 | ||||
Class A Ordinary Shares Subject to Redemption | |||||
Common shares, shares issued | 41,400,000 | ||||
Common shares, shares outstanding | 41,400,000 | ||||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares issued | 41,400,000 | 500,000,000 | 41,400,000 | ||
Temporary equity, shares outstanding | 41,400,000 | 41,400,000 | |||
Purchase price, per unit | $ 10 | $ 10 | |||
Class A Ordinary Shares Not Subject to Redemption | |||||
Par value | $ 0.0001 | $ 0.0001 | |||
Common shares, shares authorized | 500,000,000 | 500,000,000 | |||
Common shares, shares issued | 0 | ||||
Common shares, shares outstanding | 0 | ||||
Class B Ordinary Shares | |||||
Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 50,000,000 | 50,000,000 | |||
Common shares, shares issued | 10,350,000 | 10,350,000 | |||
Common shares, shares outstanding | 10,350,000 | 10,350,000 | 1,725,000 | ||
Common stock subject to redemption | |||||
Temporary equity, shares outstanding | 35,636,759 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
General and administrative expenses | $ 2,887,762 | $ 35,004 | $ 4,661,421 | ||
Loss from operations | (2,887,762) | (35,004) | (4,661,421) | ||
Other income (expense) | |||||
Change in fair value of derivative liabilities | (8,493,810) | (10,659,080) | 11,248,950 | ||
Transaction cost - derivative liabilities | (1,126,070) | ||||
Gain on marketable securities, dividends and interest held in Trust Account | 10,438 | 20,525 | 80,323 | ||
Net (loss) income | $ (11,371,134) | $ (2,878,827) | $ 20,917,813 | $ (11,799,629) | $ 6,667,852 |
Class A Ordinary Shares | |||||
Other income (expense) | |||||
Weighted average shares outstanding of ordinary shares | 41,400,000 | 41,400,000 | |||
Basic and diluted net (loss) income per share ordinary shares | $ (0.22) | $ 0.13 | |||
Class A Ordinary Shares Subject to Redemption | |||||
Other income (expense) | |||||
Weighted average shares outstanding of ordinary shares | 41,400,000 | 7,650,000 | 41,400,000 | ||
Basic and diluted net (loss) income per share ordinary shares | $ (0.22) | $ (0.66) | $ 0.13 | ||
Class B Ordinary Shares | |||||
Other income (expense) | |||||
Weighted average shares outstanding of ordinary shares | 10,350,000 | 10,350,000 | |||
Basic and diluted net (loss) income per share ordinary shares | $ (0.22) | $ 0.13 | |||
Class B Ordinary Shares Subject to Redemption [Member] | |||||
Other income (expense) | |||||
Weighted average shares outstanding of ordinary shares | 10,350,000 | ||||
Basic and diluted net (loss) income per share ordinary shares | $ (0.66) | ||||
Class B Ordinary Shares Not Subject to Redemption [Member] | |||||
Other income (expense) | |||||
Weighted average shares outstanding of ordinary shares | 10,350,000 | 10,350,000 | |||
Basic and diluted net (loss) income per share ordinary shares | $ (0.22) | $ 0.13 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Ordinary SharesCommon Stock | Class A Ordinary Shares Not Subject to RedemptionCommon Stock | Class B Ordinary SharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Sep. 27, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Sep. 27, 2020 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 1,035 | 23,965 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 10,350,000 | |||||
Cash received in private placement in excess of initial fair value of private placement warrants | 664,800 | 664,800 | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | (688,765) | (41,293,427) | (41,982,192) | |||
Net loss | (11,799,629) | (11,799,629) | ||||
Balance at the end at Dec. 31, 2020 | $ 0 | $ 1,035 | 0 | (53,093,056) | (53,092,021) | |
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | 20,917,813 | 20,917,813 | ||
Balance at the end at Mar. 31, 2021 | $ 0 | $ 1,035 | 0 | (32,175,243) | (32,174,208) | |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 10,350,000 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 1,035 | 0 | (53,093,056) | (53,092,021) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 6,667,852 | |||||
Balance at the end at Sep. 30, 2021 | $ 0 | $ 1,035 | 0 | (46,425,204) | (46,424,169) | |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 10,350,000 | ||||
Balance at the beginning at Mar. 31, 2021 | $ 0 | $ 1,035 | 0 | (32,175,243) | (32,174,208) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | (2,878,827) | (2,878,827) | ||
Balance at the end at Jun. 30, 2021 | $ 0 | $ 1,035 | 0 | (35,054,070) | (35,053,035) | |
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | (11,371,134) | (11,371,134) | ||
Balance at the end at Sep. 30, 2021 | $ 0 | $ 1,035 | $ 0 | $ (46,425,204) | $ (46,424,169) | |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 10,350,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (11,799,629) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Transaction cost - derivative liabilities | 1,126,070 |
Change in fair value of derivative liabilities | 10,659,080 |
Gain on marketable securities, dividends and interest held in Trust Account | (20,525) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (651,605) |
Accounts payable | 961 |
Accrued expenses | 5,560 |
Net cash used in operating activities | (680,088) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (414,000,000) |
Net cash used in investing activities | (414,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related parties | (130,492) |
Proceeds received from initial public offering, gross | 414,000,000 |
Offering costs paid | (8,619,770) |
Proceeds from sale of Private Placement Warrants | 11,080,000 |
Proceeds from issuance of ordinary shares to initial shareholders | 25,000 |
Net cash provided by financing activities | 416,354,738 |
Net increase in cash | 1,674,650 |
Cash - end of the period | 1,674,650 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred underwriting commissions charged to additional paid-in capital in connection with the initial public offering | 14,490,000 |
Offering costs included in accrued expenses | 410,000 |
Offering costs charged to additional paid-in capital in connection with the initial public offering | $ 880,262 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Description of Organization and Business Operations | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Motive Capital Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020 under the name of MCF2 Acquisition Corp. On November 5, 2020 the Company’s name was changed to Motive Capital Corp. The Company was incorporated 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from September 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 st Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,386,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Motive Capital Funds Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,080,000, which is described in Note 5. Transaction costs amounted to $23,650,262, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $880,262 of other offering costs. In addition, at December 31, 2020 cash of $1,674,650 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Trust Account Following the closing of the Initial Public Offering on December 15, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. Initial Business Combination 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. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account). 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. 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 amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 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 the Companies Act approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 15, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 registered public accounting firm) 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 Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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. | Note 1—Description of Organization and Business Operations Motive Capital Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020 under the name of MCF2 Acquisition Corp. On November 5, 2020 the Company’s name was changed to Motive Capital Corp. The Company was incorporated 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 “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of September 30, 2021, the Company had not commenced any operations. Our entire activity from September 28, 2020 (inception) through September 30, 2021, was in preparation for an Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search and due diligence for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating gain or loss from the change in fair value of derivative liabilities and non-operating income in the form of interest income, gain on marketable securities, and dividends from the proceeds of its Initial Public Offering and Private Placement described below. The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,386,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Motive Capital Funds Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,080,000. Transaction costs amounted to $23,650,262, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and approximately $900,000 of other offering costs. Following the closing of the Initial Public Offering on December 15, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 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. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account). 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. 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 amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). 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 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 15, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 registered public accounting firm) 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 Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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. Proposed Business Combination On September 13, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, FGI Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge”). The Merger Agreement provides for, among other things, the following transactions: (i) the Company will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share of the Company will convert automatically into one share of common stock, par value $0.0001 per share (the “Domesticated Company Common Stock”), (B) each outstanding Class B ordinary share of the Company will convert automatically into one share of Domesticated Company Common Stock, (C) each outstanding warrant to purchase one Class A ordinary share at an exercise price of $11.50 that was included in the Units sold as part of Company’s initial public offering (a “Public Warrant”) will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock (“Domesticated Company Public Warrant”), (D) each outstanding Private Placement Warrant issued to the Sponsor will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock and (E) each outstanding Unit of the Company, to the extent not already split by the holder thereof, convert automatically, into one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant; and (ii) immediately following the Domestication, Merger Sub will merge with and into Forge, with Forge surviving as a wholly owned subsidiary of the Company (the “Merger”). Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of Forge’s capital stock (excluding shares owned by the Company or by Forge as treasury stock or dissenting shares) (i) if vested, will be canceled and converted into the right to receive either cash or Domesticated Company Common Stock, or a combination thereof, equal to the Per-Share Merger Consideration, which mix of cash and stock shall correspond to that elected by each of holder of Forge vested shares; provided, that in no event shall a holder of Forge vested shares be permitted to elect greater than fifteen percent (15%) cash and in no event will the aggregate amount of cash payable to all holders of vested Forge shares exceed $100 million and (ii) if unvested, will be canceled and converted into the right to receive a number of shares of unvested Domesticated Company Common Stock (subject to the same terms and conditions, including with respect to vesting, as the unvested share of Forge’s capital stock) equal to (A) the Securities Merger Consideration multiplied by (B) the Exchange Ratio. The total consideration paid to holders of Forge’s outstanding equity securities will include shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, having an aggregate value equal to $1.5 billion, less the amount of any cash consideration payable to holders of vested Forge shares, consisting of (assuming the maximum amount of cash consideration) an aggregate of 140 million newly issued shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, in each case, with a deemed value of $10.00 per share solely for purposes of determining the aggregate number of shares payable to holders of Forge capital stock. As a result, at the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), (i) each outstanding option to purchase Forge capital stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement and (ii) each outstanding warrant to purchase Forge capital stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Sponsor Support Agreement (the “Sponsor Agreement”) with the Sponsor, Forge and other holders of Company’s Class B ordinary shares pursuant to which the Sponsor and such holders of Class B ordinary shares have agreed to (i) vote all shares of the Company they own in favor of the transactions contemplated by the Merger Agreement, (ii) waive certain anti-dilution rights with respect to their Class B ordinary shares, and (iii) agree to certain lock-up provisions. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Stockholder Support Agreement (the “Stockholder Support Agreement”) with Forge and certain Forge shareholders (the “Supporting Shareholders”) pursuant to which the Supporting Shareholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain Forward Purchase Agreement, dated as of November 24, 2020, by and between the Company, the Sponsor and certain affiliates of the Sponsor (the “Purchasers”; and such agreement the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, each composed of one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant (a “Forward Purchase Unit”) , and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The Merger Agreement contemplates that at the Closing, the Company, the Sponsor, and certain Company and Forge stockholders will enter into a registration rights agreement pursuant to which, among other things, the Company will agree to undertake certain customary registration obligations in accordance with the Securities Act and certain subsequent related transactions and obligations. Pursuant to the Registration Rights Agreement, the Company will agree that, within 30 calendar days after the Closing, the Company will file with the SEC a registration statement registering the resale of certain securities held by or issuable to the stockholders party thereto, and use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as practicable thereafter. Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 6.85 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $68,500,000, concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | Note 2 —RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS After preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-K of and for the period ended December 31, 2020 (the “Affected Period”) as filed with the Securities and Exchange Commission (“SEC”) on March 23, 2021 (the “Original Filing”) and subsequently amended on June 2, 2021 (the “First Amended Filing”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements in a Form 10-K/A Amendment No. 2 filed by the Company with the SEC on December 15, 2021. The Original Filing and First Amended Filing should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 416,346,780 $ — $ 416,346,780 Liabilities and Shareholders’ equity Total current liabilities $ 416,521 $ — $ 416,521 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities 40,532,280 — 40,532,280 Total liabilities 55,438,801 — 55,438,801 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 355,907,970 58,092,030 414,000,000 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 581 (581) — Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 16,798,022 (16,798,022) — Accumulated deficit (11,799,629) (41,293,427) (53,093,056) Total shareholders’ (deficit) 5,000,009 (58,092,030) (53,092,021) Total liabilities and shareholders’ (deficit) $ 416,346,780 $ — $ 416,346,780 The Company’s statement of shareholders’ deficit has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 28, 2020 (inception) through December 31, 2020: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 28, 2020 (inception) through December 31, 2020: For the Period from September 28, 2020 (inception) through December 31, 2020 As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 362,617,170 $ (362,617,170) $ — Change in value of Class A ordinary shares subject to possible redemption $ (6,709,200) $ 6,709,200 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from September 28, 2020 (inception) through December 31, 2020: EPS for Class A ordinary shares As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) Net loss $ (11,799,629) $ — $ (11,799,629) Weighted average shares outstanding 41,400,000 (33,750,000) 7,650,000 Basic and diluted loss per share $ — $ (0.66) $ (0.66) EPS for Class B ordinary shares As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) Net loss $ (11,799,629) $ — $ (11,799,629) Weighted average shares outstanding 10,350,000 — 10,350,000 Basic and diluted loss per share $ (1.14) $ 0.48 $ (0.66) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 15, 2020: As of December 15, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 416,788,700 $ — $ 416,788,700 Liabilities, Class A ordinary shares subject to redemption and Shareholders’ equity (deficit) Total current liabilities $ 762,402 $ — $ 762,402 Deferred underwriting fee payable 14,490,000 — 14,490,000 Derivative liabilities 29,873,200 — 29,873,200 Total liabilities 45,125,602 — 45,125,602 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 366,663,090 47,336,910 414,000,000 Shareholders’ equity (deficit) Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 473 (473) — Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 6,129,570 (6,129,570) — Accumulated deficit (1,131,070) (41,206,867), (42,337,937) Total shareholders’ equity (deficit) 5,000,008 (47,336,910) (42,336,902) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 416,788,700 $ — $ 416,788,700 CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION 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 future events. As of December 31, 2020, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A ordinary shares stock subject to possible redemption as follows. Gross Proceeds for initial public offering and over-allotment $ 414,000,000 Less: — Offering costs allocated to Class A shares subject to possible redemption (22,524,192) Proceeds allocated to Public Warrants at issuance (19,458,000) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises 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 December 15, 2022 | Note 2 – Restatement of Previously Issued Financial Statements After preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. Subsequent to the filing of the 10-Q for the quarterly period ending September 30, 2021, the Company concluded it should restate its prior-filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in its Amended and Restated Memorandum and Articles of Association. Therefore, on November 24, 2021, the Company filed a Form 8-K reporting that the Company’s previously issued (i) audited balance sheet as of December 15, 2020 (the “Post-IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 2, 2021 (the “2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 7, 2021 (the “Q1 Form 10-Q”), (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (the “Q2 Form 10-Q”) and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021 (the “Q3 Form 10- Q” and collectively, the “Affected Periods”), should no longer be relied upon. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error. Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company has restated its financial statements for the Affected Periods in: (1) the Company’s Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC (the “Form 10-K/A No. 2”), for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, (2) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC (the “Q1 Form 10-Q/A No. 1”), for the unaudited condensed consolidated financial statements included in the Q1 Form 10-Q, (3) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC (the “Q2 Form 10-Q/A No. 1”), for the unaudited condensed consolidated financial statements included in the Q2 Form 10-Q, and (4) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC (the “Q3 Form 10-Q/A No. 1”), for the unaudited condensed consolidated financial statements included in the Q3 Form 10-Q. Class A Ordinary Shares Subject to Possible Redemption 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 future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to redemption. The Class A ordinary shares issued in the Initial Public Offering and those issued as part of the Over-Allotment Units were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (19,458,000) Class A ordinary shares issuance costs (22,524,192) Plus: Accretion of carrying value to redemption value 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises 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 December 15, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020, and the period from September 28, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated to correct the misapplication of accounting guidance related to the Company’s warrants and the FPA in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements 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 differences in accounting standards used. Concentrations 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 Coverage of $250,000, and investments held in the Trust Account. At 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. Use of Estimates The preparation of the 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 revenue 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 financial statements is the determination of the fair value of the derivative liabilities. 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 had no cash equivalents as of December 31, 2020, not held in the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in trust 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 balance sheet 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 Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in Trust Account are determined using using quoted prices in active markets. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The fair value of the public warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Offering Costs Associated with the Initial Public Offering 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 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. 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 occurrence of uncertain future events. Accordingly, as of December 31, 2020, 41,400,000 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 balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Derivative liabilities The Company did not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants to purchase Class A ordinary shares and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 13,800,000 warrants on Class A ordinary shares in the Initial Public Offering, 7,386,667 Private Placement Warrants, and a forward purchase agreement for the issuance of up to 14,000,000 forward purchase units (see Note 8). All of the Company’s outstanding warrants and FPA are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the derivative instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 21,186,667 , of the Company's Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be antidilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from September 28, 2020 (inception) through December 31, 2020. The remeasurement of the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” 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 as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. 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 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3—Basis of Presentation and Summary of Significant Accounting Policies (as restated) Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A Amendment No. 2 filed by the Company with the SEC on December 15, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. As of September 30, 2021 and December 31, 2020 there were no cash equivalents held in the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in trust 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 and investments held in Trust Account. 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. Fair Value of Financial Instruments 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. Derivative liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is based on the value of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred 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 liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC 480. 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 occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 41,400,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements 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 as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 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 is considered 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 periods 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 The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 21,186,667 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three For the Nine Months Ended Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,096,907) $ (2,274,227) $ 5,334,282 $ 1,333,570 Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ (0.22) $ (0.22) $ 0.13 $ 0.13 Recent Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Initial Public Offering | ||
Initial Public Offering | NOTE 4. Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and one-third | Note 4—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and one -third of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement | ||
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,386,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $11,080,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination 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 expire worthless. | Note 5—Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,386,667 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant, for an aggregate purchase price of $11,080,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination 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 expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions | ||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares include an aggregate of up to 1,350,000 shares The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the 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 sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. As of December 31, 2020, the Company did not incur any fees for the administrative support. The Sponsor has waived such fees and such fees will not be payable until the Sponsor determines that such fees should be paid. Promissory Note — Related Party On October 1, 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 bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The Company had borrowed an aggregate of $130,492 under the Promissory Note. The Promissory Note matured on the closing date of the Initial Public Offering and the outstanding balance under the Promissory Note of $130,492 was repaid in full on December 16, 2020. 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | Note 6—Related Party Transactions Founder Shares On October 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares include an aggregate of up to 1,350,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,350,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the 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 sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. 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 loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Promissory Note — Related Party On October 1, 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 bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The Company borrowed an aggregate of $130,492 under the Promissory Note. The Promissory Note matured on the closing date of the Initial Public Offering and the outstanding balance under the Promissory Note of $130,492 was repaid in full on December 16, 2020. Subsequent to the repayment, the facility was no longer available to the Company. Administrative Support Agreement The Company entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. As of September 30, 2021, the Company did not incur any fees for the administrative support. The Sponsor has waived such fees and such fees will not be payable until the Sponsor determines that such fees should be paid. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies | ||
COMMITMENTS & CONTINGENCIES | NOTE 7. COMMITMENTS & CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (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) will have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are 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. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 14,490,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. The underwriters were entitled to underwriting discounts of $0.35 per unit, or approximately $14,490,000 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. | Note 7—Commitments and Contingencies Registration Rights Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (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) will have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are 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. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 14,490,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. The underwriters were entitled to underwriting discounts of $0.35 per unit, or approximately $14,490,000 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
DERIVATIVE LIABILITES
DERIVATIVE LIABILITES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Derivative Liabilities | ||
DERIVATIVE LIABILITES | NOTE 8. DERIVATIVE LIABILITES Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a 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 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 warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a 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 warrants. The Company has agreed that as soon as practicable, but in no event later than 15 60 60 Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ‘ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● 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 shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Forward Purchase Agreement The Company entered into a forward purchase agreement with affiliates of the Company’s sponsor pursuant to which the affiliates intend to purchase an aggregate of up to 14,000,000 of forward purchase units, consisting of one Class A ordinary share (the “forward purchase shares”) and one-third of one redeemable warrant to purchase one Class A ordinary share (the “forward purchase warrant”), for a purchase price of $10.00 per forward purchase unit, or an aggregate amount of up to $140,000,000, in a private placement to close concurrently with the closing of a Business Combination. The affiliates’ commitment under the forward purchase agreement is subject to, among other conditions, investment committee approval and sufficiency of capital to purchase. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase shares will be identical to the shares of Class A ordinary shares included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The forward purchase warrants will have the same terms as the public warrants. The affiliates’ commitment under the forward purchase agreement is subject to, among other conditions, investment committee approval and sufficiency of capital to purchase. | Note 8— Derivative Liabilities As of September 30, 2021 and December 31, 2020, the Company had outstanding 13,800,000 Public Warrants, 7,386,667 Private Placement Warrants and a forward purchase agreement, covering up to 14,000,000 forward purchase units. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a 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 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 warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a 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 warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it 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 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 warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ' prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are 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 became exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● 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 shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations, and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Forward Purchase Agreement Concurrent with the execution of the Merger Agreement, the Company entered into the A&R Forward Purchase Agreement. Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The forward purchase shares included in the Forward Purchase Units will be identical to the Class A ordinary share included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The forward purchase warrants included in the Forward Purchase Units will have the same terms as the public warrants. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Shareholders' Deficit | ||
SHAREHOLDERS' EQUITY | NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | Note 9—Shareholders’ Deficit Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. 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. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 41,400,000 Class A ordinary shares issued and outstanding , all subject to possible redemption and therefore classified as temporary equity on the accompanying unaudited condensed consolidated balance sheets. See Note 2. 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. Holders of the Class B ordinary shares are entitled to one vote for each share. On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. At September 30, 2021 and December 31, 2020, there were 10,350,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Measurements | ||
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS A reconciliation of the beginning and ending balances of the derivative assets and liabilities is summarized below: Beginning of period $ — Acquisition date fair value of derivative liabilities: Public warrants issued in the initial public offering 19,458,000 Private placement warrants issued in connection with the initial public offering (1) 10,415,200 Forward Purchase Agreement liability (2) 4,045,920 Total acquisition date fair value of derivative liabilities 33,919,120 Change in fair value of warrant liabilities - Public 1,932,000 Change in fair value of warrant liabilities - Private 1,034,130 Change in fair value of forward purchase agreement 3,647,030 End of period $ 40,532,280 (1) The acquisition date fair value of the private placement warrants issued in connection with the initial public offering is $10,415,200 . The private placement warrants were issued at $11,080,000 (See Note 5. Private Placement above) therefore $664,800 of Cash received in private placement excess of initial fair value is recorded in Additional Paid-in Capital on the Statement of Changes in Shareholders Deficit. (2) The liability associated with the forward purchase agreement entered on December 15, 2020, was recorded as a loss from issuance of the forward purchase agreement and is included in the change in fair value of derivative liabilities as of December 31, 2020. The following table presents information about the Company’s assets and liabilities that are measured 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. Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities (Restated) $ — $ — $ 40,532,280 $ 40,532,280 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. For the period from September 28, 2020 (inception) through December 31, 2020, the Company recognized a non-operating loss in the statement of operations resulting from an increase in the fair value of derivative liabilities of approximately $10.7 million presented as change in fair value of derivative liabilities in the accompanying statement of operations. The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. The Company estimates the volatility of its ordinary share warrants based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of December 15, December 31, 2020 2020 Share price $ 9.81 $ 10.02 Exercise price $ 11.50 $ 11.50 Term (in years) 6.00 6.00 Volatility 20.50 % 21.00 % Risk-free interest rate 0.51 % 0.50 % Expected dividends 0.00 % 0.00 % The change in the fair value of derivative liabilities measured using Level 3 inputs for the period from September 28, 2020 (inception) through December 31, 2020 is summarized as follows: Level 3 derivative liabilities at December 15, 2020 Issuance of Public, Private Warrants $ 29,873,200 Change in fair value of derivative liabilities 10,659,080 Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 | Note 10—Fair Value Measurements A reconciliation of the beginning and ending balances of the derivative liabilities is summarized below: December 31, 2020 - Beginning of Period Warrant Liabilities - Public $ 21,390,000 Warrant Liabilities - Private 11,449,330 Forward Purchase agreement 7,692,950 December 31, 2020 total $ 40,532,280 Change in fair value of warrant liabilities – Public (4,140,000) Change in fair value of warrant liabilities – Private (2,216,000) Change in fair value of forward purchase agreement (4,892,950) September 30, 2021 - End of Period $ 29,283,330 The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,100,847 $ — $ — $ 414,100,847 Liabilities: Derivative liabilities - public warrants 17,250,000 — — 17,250,000 Derivative liabilities - private placement warrants — 9,233,330 — 9,233,330 Derivative liabilities - forward purchase agreement — — 2,800,000 2,800,000 Total liabilities $ 17,250,000 $ 9,233,330 $ 2,800,000 $ 29,283,330 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities - public warrants — — 21,390,000 21,390,000 Derivative liabilities - private placement warrants — — 11,449,330 11,449,330 Derivative liabilities - forward purchase agreement — — 7,692,950 7,692,950 Total liabilities $ — $ — $ 40,532,280 $ 40,532,280 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement, as a result of the Public Warrants being listed in an active market in February 2021. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. For the three and nine months ended September 30, 2021, the Company recognized a non-operating loss and gain in the unaudited condensed consolidated statements of operations resulting from an increase and decrease in the fair value of derivative liabilities of approximately $8.5 million and $11.3 million, respectively, which is presented as change in fair value of derivative liabilities in the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants, Public Warrants and Forward Purchase Agreement, as of December 31, 2020 was determined using Level 3 inputs. The Company estimated the volatility of its ordinary share warrants based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The following table provides quantitative information regarding Level 3 fair value measurements inputs as of each measurement date: As of As of As of As of September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020 Share price, used in warrant valuations n/a n/a n/a $ 10.02 Unit price, used in forward valuation $ 10.20 $ 10.04 $ 10.05 $ 10.54 Exercise price, warrants n/a n/a n/a $ 11.50 Exercise price, forward $ 10.00 $ 10.00 $ 10.00 $ 10.00 Term (in years), used in warrant valuations n/a n/a n/a 6.00 Term (in years), used in forward valuation 0.25 0.46 0.71 0.96 Volatility n/a n/a n/a 21.00 % Risk-free interest rate, used in warrant valuations n/a n/a n/a 0.50 % Risk-free interest rate, used in forward valuation 0.04 % 0.06 % 0.06 % 0.10 % Expected dividends n/a n/a n/a n/a The change in the fair value of the derivative liabilities, classified as Level 3, for the three and nine months ended September 30, 2021 is summarized as follows: Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 Transfers from Level 3 (32,839,330) Change in fair value (6,935,120) Level 3 derivative liabilities at March 31, 2021 $ 757,830 Change in fair value (159,200) Level 3 derivative liabilities at June 30, 2021 $ 598,630 Change in fair value 2,201,370 Level 3 derivative liabilities at September 30, 2021 $ 2,800,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On September 13, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, FGI Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge”). The Merger Agreement provides for, among other things, the following transactions: (i) the Company will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share of the Company will convert automatically into one share of common stock, par value $0.0001 per share (the “Domesticated Company Common Stock”), (B) each outstanding Class B ordinary share of the Company will convert automatically into one share of Domesticated Company Common Stock, (C) each outstanding warrant to purchase one Class A ordinary share at an exercise price of $11.50 that was included in the Units sold as part of Company’s initial public offering (a “Public Warrant”) will convert automatically, on a one -for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock (“Domesticated Company Public Warrant”), (D) each outstanding Private Placement Warrant issued to the Sponsor will convert automatically, on a one -for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock and (E) each outstanding Unit of the Company, to the extent not already split by the holder thereof, convert automatically, into one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant; and (ii) immediately following the Domestication, Merger Sub will merge with and into Forge, with Forge surviving as a wholly owned subsidiary of the Company (the “Merger”). Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of Forge’s capital stock (excluding shares owned by the Company or by Forge as treasury stock or dissenting shares) (i) if vested, will be canceled and converted into the right to receive either cash or Domesticated Company Common Stock, or a combination thereof, equal to the Per-Share Merger Consideration, which mix of cash and stock shall correspond to that elected by each of holder of Forge vested shares; provided, that in no event shall a holder of Forge vested shares be permitted to elect greater than fifteen percent ( 15 %) cash and in no event will the aggregate amount of cash payable to all holders of vested Forge shares exceed $ 100 million and (ii) if unvested, will be canceled and converted into the right to receive a number of shares of unvested Domesticated Company Common Stock (subject to the same terms and conditions, including with respect to vesting, as the unvested share of Forge’s capital stock) equal to (A) the Securities Merger Consideration multiplied by (B) the Exchange Ratio. The total consideration paid to holders of Forge’s outstanding equity securities will include shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, having an aggregate value equal to $1.5 billion, less the amount of any cash consideration payable to holders of vested Forge shares, consisting of (assuming the maximum amount of cash consideration) an aggregate of 140 million newly issued shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, in each case, with a deemed value of $ 10.00 per share solely for purposes of determining the aggregate number of shares payable to holders of Forge capital stock. As a result, at the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), (i) each outstanding option to purchase Forge capital stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement and (ii) each outstanding warrant to purchase Forge capital stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Sponsor Support Agreement (the “Sponsor Agreement”) with the Sponsor, Forge and other holders of Company’s Class B ordinary shares pursuant to which the Sponsor and such holders of Class B ordinary shares have agreed to (i) vote all shares of the Company they own in favor of the transactions contemplated by the Merger Agreement, (ii) waive certain anti-dilution rights with respect to their Class B ordinary shares, and (iii) agree to certain lock-up provisions. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Stockholder Support Agreement (the “Stockholder Support Agreement”) with Forge and certain Forge shareholders (the “Supporting Shareholders”) pursuant to which the Supporting Shareholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain Forward Purchase Agreement, dated as of November 24, 2020, by and between the Company, the Sponsor and certain affiliates of the Sponsor (the “Purchasers”; and such agreement the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00 , 5,000,000 Forward Purchase Units, each composed of one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant (a “Forward Purchase Unit”) , and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The Merger Agreement contemplates that, at the Closing, the Company, the Sponsor, and certain Company and Forge stockholders will enter into a registration rights agreement pursuant to which, among other things, the Company will agree to undertake certain customary registration obligations in accordance with the Securities Act and certain subsequent related transactions and obligations. Pursuant to the Registration Rights Agreement, the Company will agree that, within 30 calendar days after the Closing, the Company will file with the SEC a registration statement registering the resale of certain securities held by or issuable to the stockholders party thereto, and use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as practicable thereafter. Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 6.85 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $68,500,000 , concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights. | Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date these condensed consolidated 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 consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020, and the period from September 28, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated to correct the misapplication of accounting guidance related to the Company’s warrants and the FPA in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. | |
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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements 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 differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentrations 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 Coverage of $250,000, and investments held in the Trust Account. At 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. | 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 and investments held in Trust Account. 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. |
Use of Estimates | Use of Estimates The preparation of the 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 revenue 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 financial statements is the determination of the fair value of the derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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 no cash equivalents as of December 31, 2020, not held in the Trust Account. | 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. As of September 30, 2021 and December 31, 2020 there were no cash equivalents held in the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in trust 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 balance sheet 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 Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in Trust Account are determined using using quoted prices in active markets. | Investments Held in Trust Account The Company’s portfolio of investments held in trust 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The fair value of the public warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. | Fair Value of Financial Instruments 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering 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 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred 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 liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon completion of the Initial Public Offering. |
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 occurrence of uncertain future events. Accordingly, as of December 31, 2020, 41,400,000 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 balance sheet. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC 480. 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 occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 41,400,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. |
Derivative liabilities | Derivative liabilities The Company did not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants to purchase Class A ordinary shares and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 13,800,000 warrants on Class A ordinary shares in the Initial Public Offering, 7,386,667 Private Placement Warrants, and a forward purchase agreement for the issuance of up to 14,000,000 forward purchase units (see Note 8). All of the Company’s outstanding warrants and FPA are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the derivative instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. | Derivative liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is based on the value of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 21,186,667 , of the Company's Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be antidilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from September 28, 2020 (inception) through December 31, 2020. The remeasurement of the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. | Net Income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 21,186,667 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three For the Nine Months Ended Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,096,907) $ (2,274,227) $ 5,334,282 $ 1,333,570 Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ (0.22) $ (0.22) $ 0.13 $ 0.13 |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” 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 as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. 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 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. | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements 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 as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 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 is considered 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Schedule of impact of restatement on the balance sheets and statements of operations | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 416,346,780 $ — $ 416,346,780 Liabilities and Shareholders’ equity Total current liabilities $ 416,521 $ — $ 416,521 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities 40,532,280 — 40,532,280 Total liabilities 55,438,801 — 55,438,801 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 355,907,970 58,092,030 414,000,000 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 581 (581) — Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 16,798,022 (16,798,022) — Accumulated deficit (11,799,629) (41,293,427) (53,093,056) Total shareholders’ (deficit) 5,000,009 (58,092,030) (53,092,021) Total liabilities and shareholders’ (deficit) $ 416,346,780 $ — $ 416,346,780 The Company’s statement of shareholders’ deficit has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 28, 2020 (inception) through December 31, 2020: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 28, 2020 (inception) through December 31, 2020: For the Period from September 28, 2020 (inception) through December 31, 2020 As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 362,617,170 $ (362,617,170) $ — Change in value of Class A ordinary shares subject to possible redemption $ (6,709,200) $ 6,709,200 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from September 28, 2020 (inception) through December 31, 2020: EPS for Class A ordinary shares As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) Net loss $ (11,799,629) $ — $ (11,799,629) Weighted average shares outstanding 41,400,000 (33,750,000) 7,650,000 Basic and diluted loss per share $ — $ (0.66) $ (0.66) EPS for Class B ordinary shares As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) Net loss $ (11,799,629) $ — $ (11,799,629) Weighted average shares outstanding 10,350,000 — 10,350,000 Basic and diluted loss per share $ (1.14) $ 0.48 $ (0.66) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 15, 2020: As of December 15, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 416,788,700 $ — $ 416,788,700 Liabilities, Class A ordinary shares subject to redemption and Shareholders’ equity (deficit) Total current liabilities $ 762,402 $ — $ 762,402 Deferred underwriting fee payable 14,490,000 — 14,490,000 Derivative liabilities 29,873,200 — 29,873,200 Total liabilities 45,125,602 — 45,125,602 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 366,663,090 47,336,910 414,000,000 Shareholders’ equity (deficit) Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 473 (473) — Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 6,129,570 (6,129,570) — Accumulated deficit (1,131,070) (41,206,867), (42,337,937) Total shareholders’ equity (deficit) 5,000,008 (47,336,910) (42,336,902) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 416,788,700 $ — $ 416,788,700 | |
Schedule of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | Gross Proceeds for initial public offering and over-allotment $ 414,000,000 Less: — Offering costs allocated to Class A shares subject to possible redemption (22,524,192) Proceeds allocated to Public Warrants at issuance (19,458,000) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 | Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (19,458,000) Class A ordinary shares issuance costs (22,524,192) Plus: Accretion of carrying value to redemption value 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Measurements | ||
Schedule of 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 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. Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities (Restated) $ — $ — $ 40,532,280 $ 40,532,280 | Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,100,847 $ — $ — $ 414,100,847 Liabilities: Derivative liabilities - public warrants 17,250,000 — — 17,250,000 Derivative liabilities - private placement warrants — 9,233,330 — 9,233,330 Derivative liabilities - forward purchase agreement — — 2,800,000 2,800,000 Total liabilities $ 17,250,000 $ 9,233,330 $ 2,800,000 $ 29,283,330 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities - public warrants — — 21,390,000 21,390,000 Derivative liabilities - private placement warrants — — 11,449,330 11,449,330 Derivative liabilities - forward purchase agreement — — 7,692,950 7,692,950 Total liabilities $ — $ — $ 40,532,280 $ 40,532,280 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of December 15, December 31, 2020 2020 Share price $ 9.81 $ 10.02 Exercise price $ 11.50 $ 11.50 Term (in years) 6.00 6.00 Volatility 20.50 % 21.00 % Risk-free interest rate 0.51 % 0.50 % Expected dividends 0.00 % 0.00 % | As of As of As of As of September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020 Share price, used in warrant valuations n/a n/a n/a $ 10.02 Unit price, used in forward valuation $ 10.20 $ 10.04 $ 10.05 $ 10.54 Exercise price, warrants n/a n/a n/a $ 11.50 Exercise price, forward $ 10.00 $ 10.00 $ 10.00 $ 10.00 Term (in years), used in warrant valuations n/a n/a n/a 6.00 Term (in years), used in forward valuation 0.25 0.46 0.71 0.96 Volatility n/a n/a n/a 21.00 % Risk-free interest rate, used in warrant valuations n/a n/a n/a 0.50 % Risk-free interest rate, used in forward valuation 0.04 % 0.06 % 0.06 % 0.10 % Expected dividends n/a n/a n/a n/a |
Schedule of change in the fair value of the derivative liabilities | A reconciliation of the beginning and ending balances of the derivative assets and liabilities is summarized below: Beginning of period $ — Acquisition date fair value of derivative liabilities: Public warrants issued in the initial public offering 19,458,000 Private placement warrants issued in connection with the initial public offering (1) 10,415,200 Forward Purchase Agreement liability (2) 4,045,920 Total acquisition date fair value of derivative liabilities 33,919,120 Change in fair value of warrant liabilities - Public 1,932,000 Change in fair value of warrant liabilities - Private 1,034,130 Change in fair value of forward purchase agreement 3,647,030 End of period $ 40,532,280 The change in the fair value of derivative liabilities measured using Level 3 inputs for the period from September 28, 2020 (inception) through December 31, 2020 is summarized as follows: Level 3 derivative liabilities at December 15, 2020 Issuance of Public, Private Warrants $ 29,873,200 Change in fair value of derivative liabilities 10,659,080 Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 | December 31, 2020 - Beginning of Period Warrant Liabilities - Public $ 21,390,000 Warrant Liabilities - Private 11,449,330 Forward Purchase agreement 7,692,950 December 31, 2020 total $ 40,532,280 Change in fair value of warrant liabilities – Public (4,140,000) Change in fair value of warrant liabilities – Private (2,216,000) Change in fair value of forward purchase agreement (4,892,950) September 30, 2021 - End of Period $ 29,283,330 Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 Transfers from Level 3 (32,839,330) Change in fair value (6,935,120) Level 3 derivative liabilities at March 31, 2021 $ 757,830 Change in fair value (159,200) Level 3 derivative liabilities at June 30, 2021 $ 598,630 Change in fair value 2,201,370 Level 3 derivative liabilities at September 30, 2021 $ 2,800,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 15, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 414,000,000 | ||
Proceeds from sale of Private Placement Warrants | 11,080,000 | ||
Transaction Costs | $ 23,650,262 | ||
Underwriting fees | 8,280,000 | ||
Deferred underwriting fee payable | 14,490,000 | ||
Other offering costs | $ 880,262 | ||
Cash | $ 1,674,650 | $ 714,628 | |
Condition for future business combination number of businesses minimum | item | 1 | 1 | |
Payments for investment of cash in Trust Account | $ (414,000,000) | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | $ 5,000,001 | |
Redemption limit percentage without prior consent | 15 | 15 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | |
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 11,080,000 | ||
Initial Public Offering. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 41,400,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 414,000,000 | ||
Initial Public Offering. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 7,386,667 | 7,386,667 | |
Initial Public Offering. | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 13,800,000 | 13,800,000 | |
Private Placement. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 1.50 | ||
Sale of Private Placement Warrants (in shares) | shares | 7,386,667 | 7,386,667 | 7,386,667 |
Price of warrant | $ / shares | $ 1.50 | $ 11,080,000 | |
Proceeds from sale of Private Placement Warrants | $ 11,080,000 | $ 11,080,000 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 5,400,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 1.50 | ||
Price of warrant | $ / shares | $ 1.50 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Sep. 27, 2020 |
Balance Sheet | ||||||
Total assets | $ 415,194,696 | $ 416,346,780 | ||||
Liabilities and Shareholders' equity | ||||||
Total current liabilities | 3,845,535 | 416,521 | ||||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | ||||
Derivative liabilities | 29,283,330 | 40,532,280 | ||||
Total liabilities | 47,618,865 | 55,438,801 | ||||
Class A ordinary shares subject to possible redemption | 414,000,000 | 414,000,000 | ||||
Shareholders' equity | ||||||
Preference shares - $0.0001 par value | ||||||
Accumulated deficit | (46,425,204) | (53,093,056) | ||||
Total shareholders' deficit | (46,424,169) | $ (35,053,035) | $ (32,174,208) | (53,092,021) | $ 0 | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | $ 415,194,696 | $ 416,346,780 | ||||
Temporary equity, par value, (per share) | $ 0.0001 | |||||
Preferred stock, par value, (per share) | $ 0.0001 | 0.0001 | $ 0.0001 | |||
Par value | 0.0001 | |||||
Class A Ordinary Shares | ||||||
Shareholders' equity | ||||||
Temporary equity, par value, (per share) | 0.0001 | |||||
Par value | $ 0.0001 | $ 0.0001 | 0.0001 | |||
Class B Ordinary Shares | ||||||
Shareholders' equity | ||||||
Common stock | $ 1,035 | $ 1,035 | ||||
Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restatement of warrants as derivative liabilities | ||||||
Balance Sheet | ||||||
Total assets | $ 416,346,780 | $ 416,788,700 | ||||
Liabilities and Shareholders' equity | ||||||
Total current liabilities | 416,521 | 762,402 | ||||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | ||||
Derivative liabilities | 40,532,280 | 29,873,200 | ||||
Total liabilities | 55,438,801 | 45,125,602 | ||||
Class A ordinary shares subject to possible redemption | 414,000,000 | 414,000,000 | ||||
Shareholders' equity | ||||||
Accumulated deficit | (53,093,056) | (42,337,937) | ||||
Total shareholders' deficit | (53,092,021) | (42,336,902) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | 416,346,780 | 416,788,700 | ||||
Restatement of warrants as derivative liabilities | Class B Ordinary Shares | ||||||
Shareholders' equity | ||||||
Preference shares - $0.0001 par value | 1,035 | |||||
Common stock | 1,035 | |||||
As Previously Reported | Restatement of warrants as derivative liabilities | ||||||
Balance Sheet | ||||||
Total assets | 416,346,780 | 416,788,700 | ||||
Liabilities and Shareholders' equity | ||||||
Total current liabilities | 416,521 | 762,402 | ||||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | ||||
Derivative liabilities | 40,532,280 | 29,873,200 | ||||
Total liabilities | 55,438,801 | 45,125,602 | ||||
Class A ordinary shares subject to possible redemption | 355,907,970 | 366,663,090 | ||||
Shareholders' equity | ||||||
Additional paid-in capital | 6,129,570 | |||||
Accumulated deficit | (11,799,629) | (1,131,070) | ||||
Total shareholders' deficit | 5,000,009 | 5,000,008 | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | 416,346,780 | 416,788,700 | ||||
As Previously Reported | Restatement of warrants as derivative liabilities | Class A Ordinary Shares | ||||||
Shareholders' equity | ||||||
Preference shares - $0.0001 par value | 581 | |||||
Common stock | 473 | |||||
As Previously Reported | Restatement of warrants as derivative liabilities | Class B Ordinary Shares | ||||||
Shareholders' equity | ||||||
Preference shares - $0.0001 par value | 1,035 | |||||
Common stock | 1,035 | |||||
Additional paid-in capital | 16,798,022 | |||||
Adjustment | Restatement of warrants as derivative liabilities | ||||||
Liabilities and Shareholders' equity | ||||||
Class A ordinary shares subject to possible redemption | 58,092,030 | 47,336,910 | ||||
Shareholders' equity | ||||||
Additional paid-in capital | (6,129,570) | |||||
Accumulated deficit | (41,293,427) | (41,206,867) | ||||
Total shareholders' deficit | (58,092,030) | (47,336,910) | ||||
Adjustment | Restatement of warrants as derivative liabilities | Class A Ordinary Shares | ||||||
Shareholders' equity | ||||||
Preference shares - $0.0001 par value | (581) | |||||
Common stock | $ (473) | |||||
Adjustment | Restatement of warrants as derivative liabilities | Class B Ordinary Shares | ||||||
Shareholders' equity | ||||||
Additional paid-in capital | $ (16,798,022) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Shareholders deficit (Details) - Restatement of warrants as derivative liabilities - Class A Ordinary Shares | 3 Months Ended |
Dec. 31, 2020USD ($) | |
As Previously Reported | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Initial value of Class A common shares subject to possible redemption | $ 362,617,170 |
Change in value of Class A common shares subject to possible redemption | (6,709,200) |
Adjustment | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Initial value of Class A common shares subject to possible redemption | (362,617,170) |
Change in value of Class A common shares subject to possible redemption | $ 6,709,200 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (11,371,134) | $ (2,878,827) | $ 20,917,813 | $ (11,799,629) | $ 6,667,852 |
Class A Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Weighted average shares outstanding | 41,400,000 | 41,400,000 | |||
Basic and diluted loss per share | $ (0.22) | $ 0.13 | |||
Class B Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Weighted average shares outstanding | 10,350,000 | 10,350,000 | |||
Basic and diluted loss per share | $ (0.22) | $ 0.13 | |||
Restatement of warrants as derivative liabilities | Class A Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (11,799,629) | ||||
Weighted average shares outstanding | 7,650,000 | ||||
Basic and diluted loss per share | $ (0.66) | ||||
Restatement of warrants as derivative liabilities | Class B Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (11,799,629) | ||||
Weighted average shares outstanding | 10,350,000 | ||||
Basic and diluted loss per share | $ (0.66) | ||||
As Previously Reported | Restatement of warrants as derivative liabilities | Class A Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (11,799,629) | ||||
Weighted average shares outstanding | 41,400,000 | ||||
As Previously Reported | Restatement of warrants as derivative liabilities | Class B Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (11,799,629) | ||||
Weighted average shares outstanding | 10,350,000 | ||||
Basic and diluted loss per share | $ (1.14) | ||||
Adjustment | Restatement of warrants as derivative liabilities | Class A Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Weighted average shares outstanding | (33,750,000) | ||||
Basic and diluted loss per share | $ (0.66) | ||||
Adjustment | Restatement of warrants as derivative liabilities | Class B Ordinary Shares | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Basic and diluted loss per share | $ 0.48 |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 15, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Class A ordinary shares subject to possible redemption | $ 414,000,000 | $ 414,000,000 | |
Class A Ordinary Shares Subject to Redemption | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Temporary equity, shares outstanding | 41,400,000 | 41,400,000 | |
Gross Proceeds for initial public offering and over-allotment | $ 414,000,000 | $ 414,000,000 | |
Offering costs allocated to Class A shares subject to possible redemption | (22,524,192) | (22,524,192) | |
Proceeds allocated to Public Warrants at issuance | (19,458,000) | (19,458,000) | |
Remeasurement of Class A ordinary shares subject to possible redemption amount | 41,982,192 | 41,982,192 | |
Class A ordinary shares subject to possible redemption | 414,000,000 | $ 414,000,000 | |
Restatement of warrants as derivative liabilities | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Class A ordinary shares subject to possible redemption | 414,000,000 | $ 414,000,000 | |
As Previously Reported | Restatement of warrants as derivative liabilities | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Class A ordinary shares subject to possible redemption | 355,907,970 | 366,663,090 | |
Adjustment | Restatement of warrants as derivative liabilities | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Class A ordinary shares subject to possible redemption | $ 58,092,030 | $ 47,336,910 |
RESTATEMENT OF PREVIOUSLY ISS_7
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Minimum Net Intangible Assets Upon Redemption of Temporary Equity | $ 5,000,001 | $ 5,000,001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | |
Federal depository insurance coverage | $ 250,000 | $ 250,000 | 250,000 | |
Forward price | $ 10 | $ 10 | ||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |
Class A Ordinary Shares | ||||
Anti-dilutive securities attributable to warrants (in shares) | 41,400,000 | 21,186,667 | ||
Class B Ordinary Shares | ||||
Anti-dilutive securities attributable to warrants (in shares) | 41,400,000 | 41,400,000 | ||
Initial Public Offering. | Private Placement Warrants | ||||
Forward purchase warrants | $ 14,000,000 | |||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 | |
Forward purchase units | 14,000,000 | 14,000,000 | ||
Initial Public Offering. | Private Placement Warrants | Class A Ordinary Shares | ||||
Number of warrants to purchase shares issued | 21,186,667 | 21,186,667 | ||
Initial Public Offering. | Public Warrants | ||||
Number of warrants to purchase shares issued | 13,800,000 | 13,800,000 | 13,800,000 | |
Private Placement. | Private Placement Warrants | ||||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 | 7,386,667 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Dec. 15, 2020 | Sep. 13, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase common stock | 1 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase common stock | 1 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 41,400,000 | |
Purchase price, per unit | $ 10 | |
Initial Public Offering. | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Percentage of warrant in each unit in initial public offering | 0.33% | |
Number of redeemable warrants | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 5,400,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 11,080,000 | ||
Number of shares per warrant | 1 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 11,080,000 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 1.50 | ||
Price of warrants | $ 1.50 | ||
Private Placement. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 |
Price of warrants | $ 1.50 | $ 11,080,000 | |
Aggregate purchase price | $ 11,080,000 | $ 11,080,000 | |
Number of shares per warrant | 1 | 1 | |
Exercise price of warrant | $ 11.50 | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Dec. 10, 2020shares | Dec. 08, 2020shares | Nov. 24, 2020shares | Oct. 02, 2020USD ($)shares | Dec. 31, 2020USD ($)D$ / sharesshares | Sep. 30, 2021D$ / sharesshares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Issued | 10,350,000 | 10,350,000 | ||||
Common shares, shares outstanding | 1,725,000 | 10,350,000 | 10,350,000 | |||
Sponsor | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration received | $ | $ 25,000 | |||||
Consideration received, shares | 11,500,000 | |||||
Number of shares surrender | 2,875,000 | |||||
Sponsor Transferred Founder Shares | 30,000 | 30,000 | ||||
Share dividend | 1,725,000 | |||||
Common shares, shares outstanding | 10,350,000 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||||
Sponsor | Class B Ordinary Shares | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Issued | 1,350,000 | 1,350,000 | ||||
Common shares, shares outstanding | 1,350,000 | 1,350,000 | ||||
Shares subject to forfeiture | 1,350,000 | 1,350,000 | ||||
Shares no longer subject to forfeiture | 0 | 0 | ||||
Percentage of founder shares equal | 20.00% | 20.00% | ||||
Founder Shares | Sponsor | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans, Promissory Note, Administrative Support Agreement (Details) - USD ($) | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 01, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 130,492 | ||||
Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||
Price of warrant | $ 1.50 | $ 1.50 | |||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Outstanding balance of related party note | $ 130,492 | ||||
Repayment of promissory note - related party | $ 130,492 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Underwriting cash discount per unit | $ 0.35 | $ 0.35 |
Aggregate underwriter cash discount | $ 14,490,000 | $ 14,490,000 |
Over-allotment option | ||
Period to exercise the over-allotment option | 45 days | 45 days |
Additional units granted to underwriters to purchase | 14,490,000 | 14,490,000 |
DERIVATIVE LIABILITES (Details)
DERIVATIVE LIABILITES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Public Warrants expiration term | 5 years | 5 years | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | 15 days | ||
Class A Ordinary Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Maximum period after business combination in which to file registration statement | 60 days | 60 days | ||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise period condition one | 30 days | 30 days | ||
Warrant exercise period condition two | 1 year | 1 year | ||
Period of time within which registration statement is expected to become effective | 60 days | 60 days | ||
Initial Public Offering. | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 | |
Number Of Forward Purchase Units | 14,000,000 | 14,000,000 | ||
Proceeds from Issuance or Sale of Equity | $ 14,000,000 | |||
Initial Public Offering. | Private Placement Warrants | Class A Ordinary Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 21,186,667 | 21,186,667 | ||
Initial Public Offering. | Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 13,800,000 | 13,800,000 | 13,800,000 | |
Private Placement. | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 | 7,386,667 |
DERIVATIVE LIABILITES - Redempt
DERIVATIVE LIABILITES - Redemption of warrants (Details) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020D$ / shares | Sep. 30, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% |
Threshold trading days for calculating Market Value | D | 10 | 10 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | 100.00% |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | $ 18 |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | 10 | 10 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 |
Redemption period | 30 days | 30 days |
Threshold trading days for redemption of public warrants | D | 20 | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 |
Warrant redemption condition minimum share price | $ 18 | $ 18 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 |
Redemption period | 30 days | 30 days |
Warrant redemption condition minimum share price | $ 10 | $ 10 |
DERIVATIVE LIABILITES - Forward
DERIVATIVE LIABILITES - Forward Purchase Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||
Forward purchase units | 14,000,000 | 5,000,000 | |
Forward Purchase Per Unit | $ 10 | $ 10 | |
Forward purchase amount | $ 140,000,000 | $ 14,000,000 | |
Class A Ordinary Shares | |||
Class of Warrant or Right [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of redeemable warrants | 1 |
SHAREHOLDERS' DEFICIT - Preferr
SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 |
Shareholders' Deficit | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Common
SHAREHOLDERS' DEFICIT - Common Stock Shares (Details) | Nov. 24, 2020shares | Dec. 08, 2020shares | Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021Vote$ / sharesshares | Jun. 30, 2021Voteshares | Dec. 15, 2020$ / shares | Dec. 10, 2020shares |
Class of Stock [Line Items] | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Automatic Conversion Upon Business Combination Ratio Percentage | 20.00% | 20.00% | |||||
Founder Shares | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares outstanding (in shares) | 10,350,000 | ||||||
Class A Ordinary Shares | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | 1 | |||||
Common shares, shares issued (in shares) | 5,763,241 | ||||||
Common shares, shares outstanding (in shares) | 5,763,241 | ||||||
Class A Ordinary Shares Subject to Redemption | |||||||
Class of Stock [Line Items] | |||||||
Common shares, votes per share | Vote | 1 | ||||||
Common shares, shares issued (in shares) | 41,400,000 | ||||||
Common shares, shares outstanding (in shares) | 41,400,000 | ||||||
Class A common stock subject to possible redemption, issued (in shares) | 41,400,000 | 41,400,000 | 500,000,000 | ||||
Temporary equity, shares outstanding | 41,400,000 | 41,400,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||||
Class A Ordinary Shares Not Subject to Redemption | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 0 | ||||||
Common shares, shares outstanding (in shares) | 0 | ||||||
Class B Ordinary Shares | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | 1 | |||||
Common shares, shares issued (in shares) | 10,350,000 | 10,350,000 | |||||
Common shares, shares outstanding (in shares) | 10,350,000 | 10,350,000 | 1,725,000 | ||||
Class B Ordinary Shares | Founder Shares | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares outstanding (in shares) | 10,350,000 | ||||||
Class B Ordinary Shares | Founder Shares | Sponsor | |||||||
Class of Stock [Line Items] | |||||||
Number of shares surrendered | 2,875,000 | ||||||
Shares transferred | 30,000 | ||||||
Common stock subject to redemption | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding | 35,636,759 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of derivative liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | $ 40,532,280 | |
Issuance of Public, Private Warrants | $ 33,919,120 | |
Derivative liabilities at ending | 40,532,280 | 29,283,330 |
Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 21,390,000 | |
Issuance of Public, Private Warrants | 19,458,000 | |
Change in fair value | 1,932,000 | (4,140,000) |
Derivative liabilities at ending | 21,390,000 | |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 11,449,330 | |
Issuance of Public, Private Warrants | 10,415,200 | |
Change in fair value | 1,034,130 | (2,216,000) |
Derivative liabilities at ending | 11,449,330 | |
Forward Purchase Agreement | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 7,692,950 | |
Issuance of Public, Private Warrants | 4,045,920 | |
Change in fair value | 3,647,030 | $ (4,892,950) |
Derivative liabilities at ending | $ 7,692,950 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial assets and liabilities (Details) - Recurring - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account | $ 414,100,847 | $ 414,020,525 |
Liabilities: | ||
Derivative liabilities | 29,283,330 | 40,532,280 |
Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 17,250,000 | 21,390,000 |
Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 9,233,330 | 11,449,330 |
Forward Purchase Agreement | ||
Liabilities: | ||
Derivative liabilities | 2,800,000 | 7,692,950 |
Level 1 | ||
Assets: | ||
Investments held in Trust Account | 414,100,847 | 414,020,525 |
Liabilities: | ||
Derivative liabilities | 17,250,000 | |
Level 1 | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 17,250,000 | |
Level 2 | ||
Liabilities: | ||
Derivative liabilities | 9,233,330 | |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 9,233,330 | |
Level 3 | ||
Liabilities: | ||
Derivative liabilities | 2,800,000 | 40,532,280 |
Level 3 | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 21,390,000 | |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 11,449,330 | |
Level 3 | Forward Purchase Agreement | ||
Liabilities: | ||
Derivative liabilities | $ 2,800,000 | $ 7,692,950 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Sep. 30, 2021Y | Jun. 30, 2021Y | Mar. 31, 2021Y | Dec. 31, 2020Y$ / shares | Sep. 15, 2020$ / shares |
Share price. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | $ / shares | 10.02 | 9.81 | |||
Share price. | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 10.02 | ||||
Share price. | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 10.20 | 10.04 | 10.05 | 10.54 | |
Exercise price | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | $ / shares | 11.50 | 11.50 | |||
Exercise price | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 11.50 | ||||
Exercise price | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 10 | 10 | 10 | 10 | |
Term (in years) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 6 | 6 | |||
Term (in years) | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | Y | 6 | ||||
Term (in years) | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | Y | 0.25 | 0.46 | 0.71 | 0.96 | |
Volatility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 21 | 20.50 | |||
Risk-free interest rate | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0.50 | 0.51 | |||
Risk-free interest rate | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0.50 | ||||
Risk-free interest rate | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0.04 | 0.06 | 0.06 | 0.10 | |
Expected dividends | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0 | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Derivative liabilities at beginning | $ 40,532,280 | $ 40,532,280 | ||||
Issuance of Public, Private Warrants | $ 33,919,120 | |||||
Derivative liabilities at ending | $ 40,532,280 | $ 29,283,330 | 40,532,280 | 29,283,330 | ||
Level 3 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Derivative liabilities at beginning | 598,630 | $ 757,830 | 40,532,280 | 40,532,280 | ||
Transfers from Level 3 | (32,839,330) | |||||
Issuance of Public, Private Warrants | 29,873,200 | |||||
Change in fair value of derivative liabilities | 10,659,080 | 2,201,370 | (159,200) | (6,935,120) | ||
Derivative liabilities at ending | $ 40,532,280 | $ 2,800,000 | $ 598,630 | $ 757,830 | $ 40,532,280 | $ 2,800,000 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | Dec. 15, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Forward price | $ 10 | $ 10 | ||
Change in fair value of derivative liabilities | $ 8,493,810 | $ 10,659,080 | $ (11,248,950) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 33,919,120 | |||
Aggregate purchase price | 11,080,000 | |||
Cash received in private placement in excess of initial fair value | (664,800) | |||
Fair value assets level 1 to level 2 transfers | 0 | |||
Fair value assets level 2 to level 1 transfers | 0 | |||
Fair value assets transferred into (out of) level 3 | 0 | |||
Private Placement. | ||||
Cash received in private placement in excess of initial fair value | 664,800 | |||
Private Placement Warrants | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 10,415,200 | |||
Aggregate purchase price | 11,080,000 | |||
Private Placement Warrants | Private Placement. | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 10,415,200 | |||
Aggregate purchase price | $ 11,080,000 | $ 11,080,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Sep. 13, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 15, 2020$ / sharesshares |
Subsequent Event [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | |||
Number of warrants to purchase common stock | 1 | |||
Number of maximum additional units can be sold to purchasers | 9,000,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Registration Rights Agreement | ||||
Subsequent Event [Line Items] | ||||
Threshold number of days to file registration statement after Closing | 30 days | |||
Class A Ordinary Shares | ||||
Subsequent Event [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A Ordinary Shares | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | |||
Class B Ordinary Shares | ||||
Subsequent Event [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | 0.0001 | $ 0.0001 | |
Class B Ordinary Shares | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares converted to Domesticated Company Common Stock | 1 | |||
Forward Purchase Units [Member] | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares in a unit converted to Domesticated Company Common Stock | 1.00% | |||
Number of warrants in units converted to Domesticated Company Common Stock | 0.33 | |||
Forward Purchase Units [Member] | Forward Purchase Agreement | ||||
Subsequent Event [Line Items] | ||||
Unit price | $ / shares | $ 10 | |||
Number of maximum units can be sold to purchasers | 5,000,000 | |||
Number of maximum additional units can be sold to purchasers | 9,000,000 | |||
Maximum amount of units that can be sold to purchasers | $ | $ 14,000,000 | |||
Public Warrants | ||||
Subsequent Event [Line Items] | ||||
Par value | $ / shares | $ 11.50 | |||
Number of warrants to purchase common stock | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Public Warrants | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Conversion ratio | 1 | |||
Number of warrants converted to Domesticated Company Common Stock | 1 | |||
Private Placement Warrants | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Conversion ratio | 1 | |||
Number of warrants converted to Domesticated Company Common Stock | 1 | |||
Forge | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Threshold percentage of consideration payable in cash | 15.00% | |||
Threshold amount of consideration payable in cash | $ | $ 100,000,000 | |||
Aggregate value of consideration transferred | $ | $ 1,500,000,000 | |||
Number of shares issuable | 140,000,000 | |||
Deemed value per share | $ / shares | $ 10 | |||
Subsequent Event | Registration Rights Agreement | ||||
Subsequent Event [Line Items] | ||||
Threshold number of days to file registration statement after Closing | 30 days | |||
Subsequent Event | Class A Ordinary Shares | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares converted to Domesticated Company Common Stock | 1 | |||
Par value | $ / shares | $ 0.0001 | |||
Subsequent Event | Class B Ordinary Shares | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares converted to Domesticated Company Common Stock | 1 | |||
Subsequent Event | Forward Purchase Units [Member] | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of warrants converted to Domesticated Company Common Stock | 1 | |||
Subsequent Event | Forward Purchase Units [Member] | Forward Purchase Agreement | ||||
Subsequent Event [Line Items] | ||||
Unit price | $ / shares | $ 10 | |||
Number Of Shares Per Unit | 1 | |||
Number of maximum units can be sold to purchasers | 5,000,000 | |||
Number of maximum additional units can be sold to purchasers | 9,000,000 | |||
Maximum amount of units that can be sold to purchasers | $ | $ 14,000,000 | |||
Subsequent Event | Public Warrants | ||||
Subsequent Event [Line Items] | ||||
Number of warrants to purchase common stock | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Subsequent Event | Public Warrants | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Conversion ratio | 1 | |||
Number of warrants converted to Domesticated Company Common Stock | 1 | |||
Subsequent Event | Private Placement Warrants | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Conversion ratio | 1 | |||
Subsequent Event | Forge | Merger Agreement | ||||
Subsequent Event [Line Items] | ||||
Threshold percentage of consideration payable in cash | 15.00% | |||
Threshold amount of consideration payable in cash | $ | $ 100,000,000 | |||
Aggregate value of consideration transferred | $ | $ 1,500,000,000 | |||
Number of shares issuable | 140,000,000 | |||
Deemed value per share | $ / shares | $ 10 | |||
PIPE Investors | Subscription Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 6.85 | |||
Share price | $ / shares | $ 10 | |||
Aggregate purchase price | $ | $ 68,500,000 | |||
PIPE Investors | Subsequent Event | Subscription Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 6,850,000 | |||
Share price | $ / shares | $ 10 | |||
Aggregate purchase price | $ | $ 68,500,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 27, 2020 |
Current assets: | |||||
Cash | $ 714,628 | $ 1,674,650 | |||
Prepaid expenses | 379,221 | 651,605 | |||
Total current assets | 1,093,849 | 2,326,255 | |||
Investments held in Trust Account | 414,100,847 | 414,020,525 | |||
Total Assets | 415,194,696 | 416,346,780 | |||
Current liabilities: | |||||
Accounts payable | 2,775,955 | 961 | |||
Accrued expenses | 1,069,580 | 415,560 | |||
Total current liabilities | 3,845,535 | 416,521 | |||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | |||
Derivative liabilities | 29,283,330 | 40,532,280 | |||
Total liabilities | 47,618,865 | 55,438,801 | |||
Commitments and Contingencies | |||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 41,400,000 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020 | 414,000,000 | 414,000,000 | |||
Shareholders' Deficit: | |||||
Preference shares, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | |||||
Accumulated deficit | (46,425,204) | (53,093,056) | |||
Total shareholders' deficit | (46,424,169) | $ (35,053,035) | $ (32,174,208) | (53,092,021) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | 415,194,696 | 416,346,780 | |||
Class A Ordinary Shares Subject to Redemption | |||||
Current liabilities: | |||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 41,400,000 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020 | 414,000,000 | 414,000,000 | |||
Class B Ordinary Shares | |||||
Shareholders' Deficit: | |||||
Common stock | $ 1,035 | $ 1,035 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Dec. 10, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | ||||
Temporary equity, par value, (per share) | 0.0001 | ||||
Class A Ordinary Shares | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Common shares, shares authorized | 500,000,000 | 500,000,000 | |||
Common shares, shares issued | 5,763,241 | ||||
Common shares, shares outstanding | 5,763,241 | ||||
Temporary equity, par value, (per share) | 0.0001 | ||||
Class A Ordinary Shares Subject to Redemption | |||||
Common shares, shares issued | 41,400,000 | ||||
Common shares, shares outstanding | 41,400,000 | ||||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares issued | 41,400,000 | 500,000,000 | 41,400,000 | ||
Temporary equity, shares outstanding | 41,400,000 | 41,400,000 | |||
Purchase price, per unit | $ 10 | $ 10 | |||
Class A Ordinary Shares Not Subject to Redemption | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common shares, shares authorized | 500,000,000 | 500,000,000 | |||
Common shares, shares issued | 0 | ||||
Common shares, shares outstanding | 0 | ||||
Class B Ordinary Shares | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 50,000,000 | 50,000,000 | |||
Common shares, shares issued | 10,350,000 | 10,350,000 | |||
Common shares, shares outstanding | 10,350,000 | 10,350,000 | 1,725,000 | ||
Common stock subject to redemption | |||||
Temporary equity, shares outstanding | 35,636,759 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
General and administrative expenses | $ 2,887,762 | $ 35,004 | $ 4,661,421 | ||
Loss from operations | (2,887,762) | (35,004) | (4,661,421) | ||
Other income (expense) | |||||
Change in fair value of derivative liabilities | (8,493,810) | (10,659,080) | 11,248,950 | ||
Gain on marketable securities, dividends and interest held in Trust Account | 10,438 | 20,525 | 80,323 | ||
Net (loss) income | $ (11,371,134) | $ (2,878,827) | $ 20,917,813 | $ (11,799,629) | $ 6,667,852 |
Class A Ordinary Shares Subject to Redemption | |||||
Other income (expense) | |||||
Weighted average shares outstanding of ordinary shares | 41,400,000 | 7,650,000 | 41,400,000 | ||
Basic and diluted net (loss) income per share ordinary shares | $ (0.22) | $ (0.66) | $ 0.13 | ||
Class B Ordinary Shares Not Subject to Redemption [Member] | |||||
Other income (expense) | |||||
Weighted average shares outstanding of ordinary shares | 10,350,000 | 10,350,000 | |||
Basic and diluted net (loss) income per share ordinary shares | $ (0.22) | $ 0.13 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Ordinary SharesCommon Stock | Class A Ordinary Shares Not Subject to RedemptionCommon Stock | Class B Ordinary SharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Sep. 27, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Sep. 27, 2020 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (11,799,629) | (11,799,629) | ||||
Balance at the end at Dec. 31, 2020 | $ 0 | $ 1,035 | 0 | (53,093,056) | (53,092,021) | |
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares subject to possible redemption | (688,765) | (41,293,427) | (41,982,192) | |||
Net income (loss) | $ 0 | 0 | 20,917,813 | 20,917,813 | ||
Balance at the end at Mar. 31, 2021 | $ 0 | $ 1,035 | 0 | (32,175,243) | (32,174,208) | |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 10,350,000 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 1,035 | 0 | (53,093,056) | (53,092,021) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 6,667,852 | |||||
Balance at the end at Sep. 30, 2021 | $ 0 | $ 1,035 | 0 | (46,425,204) | (46,424,169) | |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 10,350,000 | ||||
Balance at the beginning at Mar. 31, 2021 | $ 0 | $ 1,035 | 0 | (32,175,243) | (32,174,208) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | (2,878,827) | (2,878,827) | ||
Balance at the end at Jun. 30, 2021 | $ 0 | $ 1,035 | 0 | (35,054,070) | (35,053,035) | |
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 10,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | (11,371,134) | (11,371,134) | ||
Balance at the end at Sep. 30, 2021 | $ 0 | $ 1,035 | $ 0 | $ (46,425,204) | $ (46,424,169) | |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 10,350,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | |||
Net income | $ (11,799,629) | $ 6,667,852 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of derivative warrant liabilities | $ 8,493,810 | 10,659,080 | (11,248,950) |
Gain on marketable securities, dividends and interest held in Trust Account | (10,438) | (20,525) | (80,323) |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (651,605) | 272,385 | |
Accounts payable | 961 | 2,774,994 | |
Accrued expenses | 5,560 | 654,020 | |
Net cash used in operating activities | (680,088) | (960,022) | |
Net increase in cash | 1,674,650 | (960,022) | |
Cash - beginning of the period | 1,674,650 | ||
Cash - end of the period | $ 714,628 | 1,674,650 | $ 714,628 |
Supplemental disclosure of noncash financing activities: | |||
Offering costs included in accrued offering costs | $ 410,000 |
Description of Organization a_3
Description of Organization and Business Operations | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Description of Organization and Business Operations | ||
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Motive Capital Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020 under the name of MCF2 Acquisition Corp. On November 5, 2020 the Company’s name was changed to Motive Capital Corp. The Company was incorporated 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from September 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 st Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,386,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Motive Capital Funds Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,080,000, which is described in Note 5. Transaction costs amounted to $23,650,262, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $880,262 of other offering costs. In addition, at December 31, 2020 cash of $1,674,650 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Trust Account Following the closing of the Initial Public Offering on December 15, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. Initial Business Combination 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. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account). 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. 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 amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 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 the Companies Act approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 15, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 registered public accounting firm) 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 Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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. | Note 1—Description of Organization and Business Operations Motive Capital Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020 under the name of MCF2 Acquisition Corp. On November 5, 2020 the Company’s name was changed to Motive Capital Corp. The Company was incorporated 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 “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of September 30, 2021, the Company had not commenced any operations. Our entire activity from September 28, 2020 (inception) through September 30, 2021, was in preparation for an Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search and due diligence for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating gain or loss from the change in fair value of derivative liabilities and non-operating income in the form of interest income, gain on marketable securities, and dividends from the proceeds of its Initial Public Offering and Private Placement described below. The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,386,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Motive Capital Funds Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,080,000. Transaction costs amounted to $23,650,262, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and approximately $900,000 of other offering costs. Following the closing of the Initial Public Offering on December 15, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 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. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account). 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. 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 amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). 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 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 15, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 registered public accounting firm) 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 Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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. Proposed Business Combination On September 13, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, FGI Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge”). The Merger Agreement provides for, among other things, the following transactions: (i) the Company will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share of the Company will convert automatically into one share of common stock, par value $0.0001 per share (the “Domesticated Company Common Stock”), (B) each outstanding Class B ordinary share of the Company will convert automatically into one share of Domesticated Company Common Stock, (C) each outstanding warrant to purchase one Class A ordinary share at an exercise price of $11.50 that was included in the Units sold as part of Company’s initial public offering (a “Public Warrant”) will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock (“Domesticated Company Public Warrant”), (D) each outstanding Private Placement Warrant issued to the Sponsor will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock and (E) each outstanding Unit of the Company, to the extent not already split by the holder thereof, convert automatically, into one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant; and (ii) immediately following the Domestication, Merger Sub will merge with and into Forge, with Forge surviving as a wholly owned subsidiary of the Company (the “Merger”). Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of Forge’s capital stock (excluding shares owned by the Company or by Forge as treasury stock or dissenting shares) (i) if vested, will be canceled and converted into the right to receive either cash or Domesticated Company Common Stock, or a combination thereof, equal to the Per-Share Merger Consideration, which mix of cash and stock shall correspond to that elected by each of holder of Forge vested shares; provided, that in no event shall a holder of Forge vested shares be permitted to elect greater than fifteen percent (15%) cash and in no event will the aggregate amount of cash payable to all holders of vested Forge shares exceed $100 million and (ii) if unvested, will be canceled and converted into the right to receive a number of shares of unvested Domesticated Company Common Stock (subject to the same terms and conditions, including with respect to vesting, as the unvested share of Forge’s capital stock) equal to (A) the Securities Merger Consideration multiplied by (B) the Exchange Ratio. The total consideration paid to holders of Forge’s outstanding equity securities will include shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, having an aggregate value equal to $1.5 billion, less the amount of any cash consideration payable to holders of vested Forge shares, consisting of (assuming the maximum amount of cash consideration) an aggregate of 140 million newly issued shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, in each case, with a deemed value of $10.00 per share solely for purposes of determining the aggregate number of shares payable to holders of Forge capital stock. As a result, at the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), (i) each outstanding option to purchase Forge capital stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement and (ii) each outstanding warrant to purchase Forge capital stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Sponsor Support Agreement (the “Sponsor Agreement”) with the Sponsor, Forge and other holders of Company’s Class B ordinary shares pursuant to which the Sponsor and such holders of Class B ordinary shares have agreed to (i) vote all shares of the Company they own in favor of the transactions contemplated by the Merger Agreement, (ii) waive certain anti-dilution rights with respect to their Class B ordinary shares, and (iii) agree to certain lock-up provisions. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Stockholder Support Agreement (the “Stockholder Support Agreement”) with Forge and certain Forge shareholders (the “Supporting Shareholders”) pursuant to which the Supporting Shareholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain Forward Purchase Agreement, dated as of November 24, 2020, by and between the Company, the Sponsor and certain affiliates of the Sponsor (the “Purchasers”; and such agreement the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, each composed of one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant (a “Forward Purchase Unit”) , and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The Merger Agreement contemplates that at the Closing, the Company, the Sponsor, and certain Company and Forge stockholders will enter into a registration rights agreement pursuant to which, among other things, the Company will agree to undertake certain customary registration obligations in accordance with the Securities Act and certain subsequent related transactions and obligations. Pursuant to the Registration Rights Agreement, the Company will agree that, within 30 calendar days after the Closing, the Company will file with the SEC a registration statement registering the resale of certain securities held by or issuable to the stockholders party thereto, and use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as practicable thereafter. Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 6.85 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $68,500,000, concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights. |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Restatement of Previously Issued Financial Statements | Note 2 —RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS After preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-K of and for the period ended December 31, 2020 (the “Affected Period”) as filed with the Securities and Exchange Commission (“SEC”) on March 23, 2021 (the “Original Filing”) and subsequently amended on June 2, 2021 (the “First Amended Filing”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements in a Form 10-K/A Amendment No. 2 filed by the Company with the SEC on December 15, 2021. The Original Filing and First Amended Filing should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 416,346,780 $ — $ 416,346,780 Liabilities and Shareholders’ equity Total current liabilities $ 416,521 $ — $ 416,521 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities 40,532,280 — 40,532,280 Total liabilities 55,438,801 — 55,438,801 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 355,907,970 58,092,030 414,000,000 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 581 (581) — Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 16,798,022 (16,798,022) — Accumulated deficit (11,799,629) (41,293,427) (53,093,056) Total shareholders’ (deficit) 5,000,009 (58,092,030) (53,092,021) Total liabilities and shareholders’ (deficit) $ 416,346,780 $ — $ 416,346,780 The Company’s statement of shareholders’ deficit has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 28, 2020 (inception) through December 31, 2020: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 28, 2020 (inception) through December 31, 2020: For the Period from September 28, 2020 (inception) through December 31, 2020 As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 362,617,170 $ (362,617,170) $ — Change in value of Class A ordinary shares subject to possible redemption $ (6,709,200) $ 6,709,200 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from September 28, 2020 (inception) through December 31, 2020: EPS for Class A ordinary shares As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) Net loss $ (11,799,629) $ — $ (11,799,629) Weighted average shares outstanding 41,400,000 (33,750,000) 7,650,000 Basic and diluted loss per share $ — $ (0.66) $ (0.66) EPS for Class B ordinary shares As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) Net loss $ (11,799,629) $ — $ (11,799,629) Weighted average shares outstanding 10,350,000 — 10,350,000 Basic and diluted loss per share $ (1.14) $ 0.48 $ (0.66) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 15, 2020: As of December 15, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 416,788,700 $ — $ 416,788,700 Liabilities, Class A ordinary shares subject to redemption and Shareholders’ equity (deficit) Total current liabilities $ 762,402 $ — $ 762,402 Deferred underwriting fee payable 14,490,000 — 14,490,000 Derivative liabilities 29,873,200 — 29,873,200 Total liabilities 45,125,602 — 45,125,602 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 366,663,090 47,336,910 414,000,000 Shareholders’ equity (deficit) Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 473 (473) — Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 6,129,570 (6,129,570) — Accumulated deficit (1,131,070) (41,206,867), (42,337,937) Total shareholders’ equity (deficit) 5,000,008 (47,336,910) (42,336,902) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 416,788,700 $ — $ 416,788,700 CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION 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 future events. As of December 31, 2020, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A ordinary shares stock subject to possible redemption as follows. Gross Proceeds for initial public offering and over-allotment $ 414,000,000 Less: — Offering costs allocated to Class A shares subject to possible redemption (22,524,192) Proceeds allocated to Public Warrants at issuance (19,458,000) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises 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 December 15, 2022 | Note 2 – Restatement of Previously Issued Financial Statements After preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. Subsequent to the filing of the 10-Q for the quarterly period ending September 30, 2021, the Company concluded it should restate its prior-filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in its Amended and Restated Memorandum and Articles of Association. Therefore, on November 24, 2021, the Company filed a Form 8-K reporting that the Company’s previously issued (i) audited balance sheet as of December 15, 2020 (the “Post-IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 2, 2021 (the “2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 7, 2021 (the “Q1 Form 10-Q”), (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (the “Q2 Form 10-Q”) and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021 (the “Q3 Form 10- Q” and collectively, the “Affected Periods”), should no longer be relied upon. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error. Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company has restated its financial statements for the Affected Periods in: (1) the Company’s Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC (the “Form 10-K/A No. 2”), for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, (2) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC (the “Q1 Form 10-Q/A No. 1”), for the unaudited condensed consolidated financial statements included in the Q1 Form 10-Q, (3) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC (the “Q2 Form 10-Q/A No. 1”), for the unaudited condensed consolidated financial statements included in the Q2 Form 10-Q, and (4) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC (the “Q3 Form 10-Q/A No. 1”), for the unaudited condensed consolidated financial statements included in the Q3 Form 10-Q. Class A Ordinary Shares Subject to Possible Redemption 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 future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to redemption. The Class A ordinary shares issued in the Initial Public Offering and those issued as part of the Over-Allotment Units were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (19,458,000) Class A ordinary shares issuance costs (22,524,192) Plus: Accretion of carrying value to redemption value 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises 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 December 15, 2022. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020, and the period from September 28, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated to correct the misapplication of accounting guidance related to the Company’s warrants and the FPA in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements 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 differences in accounting standards used. Concentrations 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 Coverage of $250,000, and investments held in the Trust Account. At 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. Use of Estimates The preparation of the 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 revenue 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 financial statements is the determination of the fair value of the derivative liabilities. 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 had no cash equivalents as of December 31, 2020, not held in the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in trust 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 balance sheet 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 Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in Trust Account are determined using using quoted prices in active markets. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The fair value of the public warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Offering Costs Associated with the Initial Public Offering 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 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. 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 occurrence of uncertain future events. Accordingly, as of December 31, 2020, 41,400,000 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 balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Derivative liabilities The Company did not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants to purchase Class A ordinary shares and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 13,800,000 warrants on Class A ordinary shares in the Initial Public Offering, 7,386,667 Private Placement Warrants, and a forward purchase agreement for the issuance of up to 14,000,000 forward purchase units (see Note 8). All of the Company’s outstanding warrants and FPA are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the derivative instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 21,186,667 , of the Company's Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be antidilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from September 28, 2020 (inception) through December 31, 2020. The remeasurement of the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” 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 as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. 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 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3—Basis of Presentation and Summary of Significant Accounting Policies (as restated) Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A Amendment No. 2 filed by the Company with the SEC on December 15, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. As of September 30, 2021 and December 31, 2020 there were no cash equivalents held in the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in trust 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 and investments held in Trust Account. 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. Fair Value of Financial Instruments 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. Derivative liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is based on the value of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred 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 liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC 480. 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 occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 41,400,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements 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 as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 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 is considered 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 periods 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 The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 21,186,667 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three For the Nine Months Ended Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,096,907) $ (2,274,227) $ 5,334,282 $ 1,333,570 Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ (0.22) $ (0.22) $ 0.13 $ 0.13 Recent Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Initial Public Offering_2
Initial Public Offering | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Initial Public Offering | ||
Initial Public Offering | NOTE 4. Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and one-third | Note 4—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and one -third of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement_2
Private Placement | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement | ||
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,386,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $11,080,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination 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 expire worthless. | Note 5—Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,386,667 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant, for an aggregate purchase price of $11,080,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination 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 expire worthless. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions | ||
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares include an aggregate of up to 1,350,000 shares The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the 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 sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. As of December 31, 2020, the Company did not incur any fees for the administrative support. The Sponsor has waived such fees and such fees will not be payable until the Sponsor determines that such fees should be paid. Promissory Note — Related Party On October 1, 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 bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The Company had borrowed an aggregate of $130,492 under the Promissory Note. The Promissory Note matured on the closing date of the Initial Public Offering and the outstanding balance under the Promissory Note of $130,492 was repaid in full on December 16, 2020. 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | Note 6—Related Party Transactions Founder Shares On October 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares include an aggregate of up to 1,350,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,350,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the 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 sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. 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 loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Promissory Note — Related Party On October 1, 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 bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The Company borrowed an aggregate of $130,492 under the Promissory Note. The Promissory Note matured on the closing date of the Initial Public Offering and the outstanding balance under the Promissory Note of $130,492 was repaid in full on December 16, 2020. Subsequent to the repayment, the facility was no longer available to the Company. Administrative Support Agreement The Company entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. As of September 30, 2021, the Company did not incur any fees for the administrative support. The Sponsor has waived such fees and such fees will not be payable until the Sponsor determines that such fees should be paid. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies | ||
Commitments and Contingencies | NOTE 7. COMMITMENTS & CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (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) will have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are 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. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 14,490,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. The underwriters were entitled to underwriting discounts of $0.35 per unit, or approximately $14,490,000 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. | Note 7—Commitments and Contingencies Registration Rights Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (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) will have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are 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. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 14,490,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. The underwriters were entitled to underwriting discounts of $0.35 per unit, or approximately $14,490,000 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Derivative Liabilities | ||
Derivative Liabilities | NOTE 8. DERIVATIVE LIABILITES Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a 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 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 warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a 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 warrants. The Company has agreed that as soon as practicable, but in no event later than 15 60 60 Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ‘ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● 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 shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Forward Purchase Agreement The Company entered into a forward purchase agreement with affiliates of the Company’s sponsor pursuant to which the affiliates intend to purchase an aggregate of up to 14,000,000 of forward purchase units, consisting of one Class A ordinary share (the “forward purchase shares”) and one-third of one redeemable warrant to purchase one Class A ordinary share (the “forward purchase warrant”), for a purchase price of $10.00 per forward purchase unit, or an aggregate amount of up to $140,000,000, in a private placement to close concurrently with the closing of a Business Combination. The affiliates’ commitment under the forward purchase agreement is subject to, among other conditions, investment committee approval and sufficiency of capital to purchase. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase shares will be identical to the shares of Class A ordinary shares included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The forward purchase warrants will have the same terms as the public warrants. The affiliates’ commitment under the forward purchase agreement is subject to, among other conditions, investment committee approval and sufficiency of capital to purchase. | Note 8— Derivative Liabilities As of September 30, 2021 and December 31, 2020, the Company had outstanding 13,800,000 Public Warrants, 7,386,667 Private Placement Warrants and a forward purchase agreement, covering up to 14,000,000 forward purchase units. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a 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 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 warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a 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 warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it 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 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 warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ' prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are 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 became exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● 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 shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations, and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Forward Purchase Agreement Concurrent with the execution of the Merger Agreement, the Company entered into the A&R Forward Purchase Agreement. Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The forward purchase shares included in the Forward Purchase Units will be identical to the Class A ordinary share included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The forward purchase warrants included in the Forward Purchase Units will have the same terms as the public warrants. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Shareholders' Deficit | ||
Shareholders' Equity | NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | Note 9—Shareholders’ Deficit Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. 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. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 41,400,000 Class A ordinary shares issued and outstanding , all subject to possible redemption and therefore classified as temporary equity on the accompanying unaudited condensed consolidated balance sheets. See Note 2. 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. Holders of the Class B ordinary shares are entitled to one vote for each share. On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. At September 30, 2021 and December 31, 2020, there were 10,350,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Fair Value Measurements_2
Fair Value Measurements | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Measurements | ||
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS A reconciliation of the beginning and ending balances of the derivative assets and liabilities is summarized below: Beginning of period $ — Acquisition date fair value of derivative liabilities: Public warrants issued in the initial public offering 19,458,000 Private placement warrants issued in connection with the initial public offering (1) 10,415,200 Forward Purchase Agreement liability (2) 4,045,920 Total acquisition date fair value of derivative liabilities 33,919,120 Change in fair value of warrant liabilities - Public 1,932,000 Change in fair value of warrant liabilities - Private 1,034,130 Change in fair value of forward purchase agreement 3,647,030 End of period $ 40,532,280 (1) The acquisition date fair value of the private placement warrants issued in connection with the initial public offering is $10,415,200 . The private placement warrants were issued at $11,080,000 (See Note 5. Private Placement above) therefore $664,800 of Cash received in private placement excess of initial fair value is recorded in Additional Paid-in Capital on the Statement of Changes in Shareholders Deficit. (2) The liability associated with the forward purchase agreement entered on December 15, 2020, was recorded as a loss from issuance of the forward purchase agreement and is included in the change in fair value of derivative liabilities as of December 31, 2020. The following table presents information about the Company’s assets and liabilities that are measured 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. Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities (Restated) $ — $ — $ 40,532,280 $ 40,532,280 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. For the period from September 28, 2020 (inception) through December 31, 2020, the Company recognized a non-operating loss in the statement of operations resulting from an increase in the fair value of derivative liabilities of approximately $10.7 million presented as change in fair value of derivative liabilities in the accompanying statement of operations. The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. The Company estimates the volatility of its ordinary share warrants based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of December 15, December 31, 2020 2020 Share price $ 9.81 $ 10.02 Exercise price $ 11.50 $ 11.50 Term (in years) 6.00 6.00 Volatility 20.50 % 21.00 % Risk-free interest rate 0.51 % 0.50 % Expected dividends 0.00 % 0.00 % The change in the fair value of derivative liabilities measured using Level 3 inputs for the period from September 28, 2020 (inception) through December 31, 2020 is summarized as follows: Level 3 derivative liabilities at December 15, 2020 Issuance of Public, Private Warrants $ 29,873,200 Change in fair value of derivative liabilities 10,659,080 Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 | Note 10—Fair Value Measurements A reconciliation of the beginning and ending balances of the derivative liabilities is summarized below: December 31, 2020 - Beginning of Period Warrant Liabilities - Public $ 21,390,000 Warrant Liabilities - Private 11,449,330 Forward Purchase agreement 7,692,950 December 31, 2020 total $ 40,532,280 Change in fair value of warrant liabilities – Public (4,140,000) Change in fair value of warrant liabilities – Private (2,216,000) Change in fair value of forward purchase agreement (4,892,950) September 30, 2021 - End of Period $ 29,283,330 The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,100,847 $ — $ — $ 414,100,847 Liabilities: Derivative liabilities - public warrants 17,250,000 — — 17,250,000 Derivative liabilities - private placement warrants — 9,233,330 — 9,233,330 Derivative liabilities - forward purchase agreement — — 2,800,000 2,800,000 Total liabilities $ 17,250,000 $ 9,233,330 $ 2,800,000 $ 29,283,330 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities - public warrants — — 21,390,000 21,390,000 Derivative liabilities - private placement warrants — — 11,449,330 11,449,330 Derivative liabilities - forward purchase agreement — — 7,692,950 7,692,950 Total liabilities $ — $ — $ 40,532,280 $ 40,532,280 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement, as a result of the Public Warrants being listed in an active market in February 2021. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. For the three and nine months ended September 30, 2021, the Company recognized a non-operating loss and gain in the unaudited condensed consolidated statements of operations resulting from an increase and decrease in the fair value of derivative liabilities of approximately $8.5 million and $11.3 million, respectively, which is presented as change in fair value of derivative liabilities in the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants, Public Warrants and Forward Purchase Agreement, as of December 31, 2020 was determined using Level 3 inputs. The Company estimated the volatility of its ordinary share warrants based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The following table provides quantitative information regarding Level 3 fair value measurements inputs as of each measurement date: As of As of As of As of September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020 Share price, used in warrant valuations n/a n/a n/a $ 10.02 Unit price, used in forward valuation $ 10.20 $ 10.04 $ 10.05 $ 10.54 Exercise price, warrants n/a n/a n/a $ 11.50 Exercise price, forward $ 10.00 $ 10.00 $ 10.00 $ 10.00 Term (in years), used in warrant valuations n/a n/a n/a 6.00 Term (in years), used in forward valuation 0.25 0.46 0.71 0.96 Volatility n/a n/a n/a 21.00 % Risk-free interest rate, used in warrant valuations n/a n/a n/a 0.50 % Risk-free interest rate, used in forward valuation 0.04 % 0.06 % 0.06 % 0.10 % Expected dividends n/a n/a n/a n/a The change in the fair value of the derivative liabilities, classified as Level 3, for the three and nine months ended September 30, 2021 is summarized as follows: Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 Transfers from Level 3 (32,839,330) Change in fair value (6,935,120) Level 3 derivative liabilities at March 31, 2021 $ 757,830 Change in fair value (159,200) Level 3 derivative liabilities at June 30, 2021 $ 598,630 Change in fair value 2,201,370 Level 3 derivative liabilities at September 30, 2021 $ 2,800,000 |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events | ||
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On September 13, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, FGI Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge”). The Merger Agreement provides for, among other things, the following transactions: (i) the Company will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share of the Company will convert automatically into one share of common stock, par value $0.0001 per share (the “Domesticated Company Common Stock”), (B) each outstanding Class B ordinary share of the Company will convert automatically into one share of Domesticated Company Common Stock, (C) each outstanding warrant to purchase one Class A ordinary share at an exercise price of $11.50 that was included in the Units sold as part of Company’s initial public offering (a “Public Warrant”) will convert automatically, on a one -for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock (“Domesticated Company Public Warrant”), (D) each outstanding Private Placement Warrant issued to the Sponsor will convert automatically, on a one -for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock and (E) each outstanding Unit of the Company, to the extent not already split by the holder thereof, convert automatically, into one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant; and (ii) immediately following the Domestication, Merger Sub will merge with and into Forge, with Forge surviving as a wholly owned subsidiary of the Company (the “Merger”). Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of Forge’s capital stock (excluding shares owned by the Company or by Forge as treasury stock or dissenting shares) (i) if vested, will be canceled and converted into the right to receive either cash or Domesticated Company Common Stock, or a combination thereof, equal to the Per-Share Merger Consideration, which mix of cash and stock shall correspond to that elected by each of holder of Forge vested shares; provided, that in no event shall a holder of Forge vested shares be permitted to elect greater than fifteen percent ( 15 %) cash and in no event will the aggregate amount of cash payable to all holders of vested Forge shares exceed $ 100 million and (ii) if unvested, will be canceled and converted into the right to receive a number of shares of unvested Domesticated Company Common Stock (subject to the same terms and conditions, including with respect to vesting, as the unvested share of Forge’s capital stock) equal to (A) the Securities Merger Consideration multiplied by (B) the Exchange Ratio. The total consideration paid to holders of Forge’s outstanding equity securities will include shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, having an aggregate value equal to $1.5 billion, less the amount of any cash consideration payable to holders of vested Forge shares, consisting of (assuming the maximum amount of cash consideration) an aggregate of 140 million newly issued shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, in each case, with a deemed value of $ 10.00 per share solely for purposes of determining the aggregate number of shares payable to holders of Forge capital stock. As a result, at the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), (i) each outstanding option to purchase Forge capital stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement and (ii) each outstanding warrant to purchase Forge capital stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Sponsor Support Agreement (the “Sponsor Agreement”) with the Sponsor, Forge and other holders of Company’s Class B ordinary shares pursuant to which the Sponsor and such holders of Class B ordinary shares have agreed to (i) vote all shares of the Company they own in favor of the transactions contemplated by the Merger Agreement, (ii) waive certain anti-dilution rights with respect to their Class B ordinary shares, and (iii) agree to certain lock-up provisions. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Stockholder Support Agreement (the “Stockholder Support Agreement”) with Forge and certain Forge shareholders (the “Supporting Shareholders”) pursuant to which the Supporting Shareholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain Forward Purchase Agreement, dated as of November 24, 2020, by and between the Company, the Sponsor and certain affiliates of the Sponsor (the “Purchasers”; and such agreement the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00 , 5,000,000 Forward Purchase Units, each composed of one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant (a “Forward Purchase Unit”) , and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The Merger Agreement contemplates that, at the Closing, the Company, the Sponsor, and certain Company and Forge stockholders will enter into a registration rights agreement pursuant to which, among other things, the Company will agree to undertake certain customary registration obligations in accordance with the Securities Act and certain subsequent related transactions and obligations. Pursuant to the Registration Rights Agreement, the Company will agree that, within 30 calendar days after the Closing, the Company will file with the SEC a registration statement registering the resale of certain securities held by or issuable to the stockholders party thereto, and use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as practicable thereafter. Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 6.85 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $68,500,000 , concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights. | Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date these condensed consolidated 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 consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020, and the period from September 28, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated to correct the misapplication of accounting guidance related to the Company’s warrants and the FPA in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. | |
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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements 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 differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the 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 revenue 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 financial statements is the determination of the fair value of the derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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 no cash equivalents as of December 31, 2020, not held in the Trust Account. | 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. As of September 30, 2021 and December 31, 2020 there were no cash equivalents held in the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in trust 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 balance sheet 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 Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in Trust Account are determined using using quoted prices in active markets. | Investments Held in Trust Account The Company’s portfolio of investments held in trust 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentrations 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 Coverage of $250,000, and investments held in the Trust Account. At 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. | 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 and investments held in Trust Account. 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The fair value of the public warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. | Fair Value of Financial Instruments 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. |
Derivative liabilities | Derivative liabilities The Company did not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants to purchase Class A ordinary shares and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 13,800,000 warrants on Class A ordinary shares in the Initial Public Offering, 7,386,667 Private Placement Warrants, and a forward purchase agreement for the issuance of up to 14,000,000 forward purchase units (see Note 8). All of the Company’s outstanding warrants and FPA are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the derivative instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. | Derivative liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is based on the value of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering 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 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred 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 liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon completion of the Initial Public Offering. |
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 occurrence of uncertain future events. Accordingly, as of December 31, 2020, 41,400,000 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 balance sheet. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC 480. 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 occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 41,400,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” 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 as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. 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 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. | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements 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 as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 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 is considered 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 periods 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 The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 21,186,667 , of the Company's Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be antidilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from September 28, 2020 (inception) through December 31, 2020. The remeasurement of the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. | Net Income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 21,186,667 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three For the Nine Months Ended Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,096,907) $ (2,274,227) $ 5,334,282 $ 1,333,570 Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ (0.22) $ (0.22) $ 0.13 $ 0.13 |
Recent Adopted and Issued Accounting Standards | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Restatement of Previously Iss_9
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Schedule of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | Gross Proceeds for initial public offering and over-allotment $ 414,000,000 Less: — Offering costs allocated to Class A shares subject to possible redemption (22,524,192) Proceeds allocated to Public Warrants at issuance (19,458,000) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 | Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (19,458,000) Class A ordinary shares issuance costs (22,524,192) Plus: Accretion of carrying value to redemption value 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Calculation of basic and diluted net income (loss) per ordinary share | For the Three For the Nine Months Ended Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (9,096,907) $ (2,274,227) $ 5,334,282 $ 1,333,570 Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ (0.22) $ (0.22) $ 0.13 $ 0.13 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Measurements | ||
Schedule of 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 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. Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities (Restated) $ — $ — $ 40,532,280 $ 40,532,280 | Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,100,847 $ — $ — $ 414,100,847 Liabilities: Derivative liabilities - public warrants 17,250,000 — — 17,250,000 Derivative liabilities - private placement warrants — 9,233,330 — 9,233,330 Derivative liabilities - forward purchase agreement — — 2,800,000 2,800,000 Total liabilities $ 17,250,000 $ 9,233,330 $ 2,800,000 $ 29,283,330 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities - public warrants — — 21,390,000 21,390,000 Derivative liabilities - private placement warrants — — 11,449,330 11,449,330 Derivative liabilities - forward purchase agreement — — 7,692,950 7,692,950 Total liabilities $ — $ — $ 40,532,280 $ 40,532,280 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of December 15, December 31, 2020 2020 Share price $ 9.81 $ 10.02 Exercise price $ 11.50 $ 11.50 Term (in years) 6.00 6.00 Volatility 20.50 % 21.00 % Risk-free interest rate 0.51 % 0.50 % Expected dividends 0.00 % 0.00 % | As of As of As of As of September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020 Share price, used in warrant valuations n/a n/a n/a $ 10.02 Unit price, used in forward valuation $ 10.20 $ 10.04 $ 10.05 $ 10.54 Exercise price, warrants n/a n/a n/a $ 11.50 Exercise price, forward $ 10.00 $ 10.00 $ 10.00 $ 10.00 Term (in years), used in warrant valuations n/a n/a n/a 6.00 Term (in years), used in forward valuation 0.25 0.46 0.71 0.96 Volatility n/a n/a n/a 21.00 % Risk-free interest rate, used in warrant valuations n/a n/a n/a 0.50 % Risk-free interest rate, used in forward valuation 0.04 % 0.06 % 0.06 % 0.10 % Expected dividends n/a n/a n/a n/a |
Schedule of change in the fair value of the derivative liabilities | A reconciliation of the beginning and ending balances of the derivative assets and liabilities is summarized below: Beginning of period $ — Acquisition date fair value of derivative liabilities: Public warrants issued in the initial public offering 19,458,000 Private placement warrants issued in connection with the initial public offering (1) 10,415,200 Forward Purchase Agreement liability (2) 4,045,920 Total acquisition date fair value of derivative liabilities 33,919,120 Change in fair value of warrant liabilities - Public 1,932,000 Change in fair value of warrant liabilities - Private 1,034,130 Change in fair value of forward purchase agreement 3,647,030 End of period $ 40,532,280 The change in the fair value of derivative liabilities measured using Level 3 inputs for the period from September 28, 2020 (inception) through December 31, 2020 is summarized as follows: Level 3 derivative liabilities at December 15, 2020 Issuance of Public, Private Warrants $ 29,873,200 Change in fair value of derivative liabilities 10,659,080 Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 | December 31, 2020 - Beginning of Period Warrant Liabilities - Public $ 21,390,000 Warrant Liabilities - Private 11,449,330 Forward Purchase agreement 7,692,950 December 31, 2020 total $ 40,532,280 Change in fair value of warrant liabilities – Public (4,140,000) Change in fair value of warrant liabilities – Private (2,216,000) Change in fair value of forward purchase agreement (4,892,950) September 30, 2021 - End of Period $ 29,283,330 Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 Transfers from Level 3 (32,839,330) Change in fair value (6,935,120) Level 3 derivative liabilities at March 31, 2021 $ 757,830 Change in fair value (159,200) Level 3 derivative liabilities at June 30, 2021 $ 598,630 Change in fair value 2,201,370 Level 3 derivative liabilities at September 30, 2021 $ 2,800,000 |
Description of Organization a_4
Description of Organization and Business Operations (Details) | Dec. 15, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 414,000,000 | ||
Proceeds from sale of Private Placement Warrants | $ 11,080,000 | ||
Transaction Costs | $ 23,650,262 | ||
Underwriting fees | 8,280,000 | ||
Deferred underwriting fee payable | 14,490,000 | ||
Other offering costs | $ 880,262 | ||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account. | 80.00% | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination. | 50.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | $ 5,000,001 | |
Redemption limit percentage without prior consent | 15 | 15 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | |
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 11,080,000 | ||
Initial Public Offering. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 41,400,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 414,000,000 | ||
Initial Public Offering. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 7,386,667 | 7,386,667 | |
Initial Public Offering. | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 13,800,000 | 13,800,000 | |
Private Placement. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 1.50 | ||
Sale of Private Placement Warrants (in shares) | shares | 7,386,667 | 7,386,667 | 7,386,667 |
Price of warrant | $ / shares | $ 1.50 | $ 11,080,000 | |
Proceeds from sale of Private Placement Warrants | $ 11,080,000 | $ 11,080,000 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 5,400,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 1.50 | ||
Price of warrant | $ / shares | $ 1.50 |
Description of Organization a_5
Description of Organization and Business Operations - Proposed Business Combination (Details) | Sep. 13, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 15, 2020$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | |||
Number of warrants to purchase common stock | 1 | |||
Number of maximum additional units can be sold to purchasers | 9,000,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Public Warrants | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Par value | $ / shares | $ 11.50 | |||
Number of warrants to purchase common stock | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Class A Ordinary Shares | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class B Ordinary Shares | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Merger Agreement | Forge | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Threshold percentage of consideration payable in cash | 15.00% | |||
Threshold amount of consideration payable in cash | $ | $ 100,000,000 | |||
Aggregate value of consideration transferred | $ | $ 1,500,000,000 | |||
Number of shares issuable | 140,000,000 | |||
Deemed value per share | $ / shares | $ 10 | |||
Merger Agreement | Public Warrants | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Conversion ratio | 1 | |||
Number of warrants converted to Domesticated Company Common Stock | 1 | |||
Merger Agreement | Private Placement Warrants | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Conversion ratio | 1 | |||
Number of warrants converted to Domesticated Company Common Stock | 1 | |||
Merger Agreement | Class A Ordinary Shares | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Par value | $ / shares | $ 0.0001 | |||
Merger Agreement | Class B Ordinary Shares | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares converted to Domesticated Company Common Stock | 1 | |||
Merger Agreement | Forward Purchase Units [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares in a unit converted to Domesticated Company Common Stock | 1.00% | |||
Number of warrants in units converted to Domesticated Company Common Stock | 0.33 | |||
Forward Purchase Agreement | Forward Purchase Units [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Unit price | $ / shares | $ 10 | |||
Number of maximum units can be sold to purchasers | 5,000,000 | |||
Number of maximum additional units can be sold to purchasers | 9,000,000 | |||
Maximum amount of units that can be sold to purchasers | $ | $ 14,000,000 | |||
Registration Rights Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Threshold number of days to file registration statement after Closing | 30 days | |||
Subscription Agreement | PIPE Investors | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares issued | 6.85 | |||
Share price | $ / shares | $ 10 | |||
Aggregate purchase price | $ | $ 68,500,000 |
Restatement of Previously Is_10
Restatement of Previously Issued Financial Statements (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2021USD ($)Vote$ / sharesshares | Jun. 30, 2021Vote | Dec. 15, 2020$ / shares | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Minimum net intangible assets required to redemption of common stock | $ 5,000,001 | $ 5,000,001 | ||
Par value | $ / shares | $ 0.0001 | |||
Class A ordinary shares subject to possible redemption | $ 414,000,000 | 414,000,000 | ||
Adjustments to the carrying value of Assets | 0 | |||
Adjustments to the carrying value of Liabilities | $ 0 | |||
Class A Ordinary Shares | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common shares, shares authorized | shares | 500,000,000 | 500,000,000 | ||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | 1 | ||
Class A Ordinary Shares Subject to Redemption | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Number of votes per share | Vote | 1 | |||
Number of Class A ordinary shares outstanding | shares | 41,400,000 | 41,400,000 | ||
Gross Proceeds | $ 414,000,000 | $ 414,000,000 | ||
Proceeds allocated to Public Warrants | (19,458,000) | (19,458,000) | ||
Class A ordinary shares issuance costs | (22,524,192) | (22,524,192) | ||
Accretion of carrying value to redemption value | 41,982,192 | 41,982,192 | ||
Class A ordinary shares subject to possible redemption | $ 414,000,000 | $ 414,000,000 | ||
Class B Ordinary Shares | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common shares, shares authorized | shares | 50,000,000 | 50,000,000 | ||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | 1 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | $ 0 |
Federal depository insurance coverage | $ 250,000 | $ 250,000 | 250,000 |
Forward price | $ 10 | $ 10 | |
Unrecognized tax benefits | $ 0 | $ 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 |
Class A Ordinary Shares | |||
Anti-dilutive securities attributable to warrants (in shares) | 41,400,000 | 21,186,667 | |
Class B Ordinary Shares | |||
Anti-dilutive securities attributable to warrants (in shares) | 41,400,000 | 41,400,000 | |
Public Warrants | |||
Ordinary share price | $ 18 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Net Income (loss) per Ordinary Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Ordinary Shares | ||
Numerator: | ||
Allocation of net income (loss) | $ (9,096,907) | $ 5,334,282 |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 41,400,000 | 41,400,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.22) | $ 0.13 |
Class B Ordinary Shares | ||
Numerator: | ||
Allocation of net income (loss) | $ (2,274,227) | $ 1,333,570 |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 10,350,000 | 10,350,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.22) | $ 0.13 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - $ / shares | Dec. 15, 2020 | Sep. 13, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase common stock | 1 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase common stock | 1 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 41,400,000 | |
Purchase price, per unit | $ 10 | |
Initial Public Offering. | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 1 | |
Percentage of warrant in each unit in initial public offering | 0.33% | |
Number of redeemable warrants | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 5,400,000 | |
Purchase price, per unit | $ 10 |
Private Placement (Details)_2
Private Placement (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 11,080,000 | ||
Number of shares per warrant | 1 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 11,080,000 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 1.50 | ||
Price of warrants | $ 1.50 | ||
Private Placement. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 |
Price of warrants | $ 1.50 | $ 11,080,000 | |
Aggregate purchase price | $ 11,080,000 | $ 11,080,000 | |
Number of shares per warrant | 1 | 1 | |
Exercise price of warrant | $ 11.50 | $ 11.50 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) | Dec. 10, 2020shares | Dec. 08, 2020shares | Nov. 24, 2020shares | Oct. 02, 2020USD ($)shares | Dec. 31, 2020USD ($)D$ / sharesshares | Sep. 30, 2021D$ / sharesshares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Issued | 10,350,000 | 10,350,000 | ||||
Common shares, shares outstanding | 1,725,000 | 10,350,000 | 10,350,000 | |||
Sponsor | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration received | $ | $ 25,000 | |||||
Consideration received, shares | 11,500,000 | |||||
Number of shares surrender | 2,875,000 | |||||
Sponsor Transferred Founder Shares | 30,000 | 30,000 | ||||
Share dividend | 1,725,000 | |||||
Common shares, shares outstanding | 10,350,000 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||||
Sponsor | Class B Ordinary Shares | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Issued | 1,350,000 | 1,350,000 | ||||
Common shares, shares outstanding | 1,350,000 | 1,350,000 | ||||
Shares subject to forfeiture | 1,350,000 | 1,350,000 | ||||
Shares no longer subject to forfeiture | 0 | 0 | ||||
Percentage of founder shares equal | 20.00% | 20.00% | ||||
Founder Shares | Sponsor | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
Related Party Transactions - _3
Related Party Transactions - Related Party Loans, Promissory Note, Administrative Support Agreement (Details) - USD ($) | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 01, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 130,492 | ||||
Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||
Price of warrant | $ 1.50 | $ 1.50 | |||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Outstanding balance of related party note | $ 130,492 | ||||
Repayment of promissory note - related party | $ 130,492 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares | |
Underwriting cash discount per unit | $ / shares | $ 0.35 | $ 0.35 |
Aggregate underwriter cash discount | $ | $ 14,490,000 | $ 14,490,000 |
Maximum number of demands for registration of securities | item | 3 | |
Over-allotment option | ||
Period to exercise the over-allotment option | 45 days | 45 days |
Additional units granted to underwriters to purchase | shares | 14,490,000 | 14,490,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Public Warrants expiration term | 5 years | 5 years | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | 15 days | ||
Class A Ordinary Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Maximum period after business combination in which to file registration statement | 60 days | 60 days | ||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise period condition one | 30 days | 30 days | ||
Warrant exercise period condition two | 1 year | 1 year | ||
Period of time within which registration statement is expected to become effective | 60 days | 60 days | ||
Initial Public Offering. | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 | |
Number Of Forward Purchase Units | 14,000,000 | 14,000,000 | ||
Proceeds from Issuance or Sale of Equity | $ 14,000,000 | |||
Initial Public Offering. | Private Placement Warrants | Class A Ordinary Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 21,186,667 | 21,186,667 | ||
Initial Public Offering. | Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 13,800,000 | 13,800,000 | 13,800,000 | |
Private Placement. | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | 7,386,667 | 7,386,667 |
Derivative Liabilities - Redemp
Derivative Liabilities - Redemption of warrants (Details) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020D$ / shares | Sep. 30, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% |
Threshold trading days for calculating Market Value | D | 10 | 10 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | 100.00% |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | $ 18 |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | 10 | 10 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 |
Redemption period | 30 days | 30 days |
Threshold trading days for redemption of public warrants | D | 20 | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 |
Warrant redemption condition minimum share price | $ 18 | $ 18 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 |
Redemption period | 30 days | 30 days |
Warrant redemption condition minimum share price | $ 10 | $ 10 |
Derivative Liabilities - Forwar
Derivative Liabilities - Forward Purchase Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Derivative Liabilities | |||
Forward Purchase Per Unit | $ 10 | $ 10 | |
Forward purchase units | 14,000,000 | 5,000,000 | |
Additional forward purchase units | 9,000,000 | ||
Forward purchase amount | $ 140,000,000 | $ 14,000,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 |
Shareholders' Deficit | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Nov. 24, 2020shares | Dec. 08, 2020shares | Dec. 31, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2021USD ($)Vote$ / sharesshares | Jun. 30, 2021USD ($)Voteshares | Mar. 31, 2021USD ($) | Dec. 15, 2020$ / shares | Dec. 10, 2020shares | Sep. 27, 2020USD ($) |
Class of Stock [Line Items] | |||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Permanent equity | $ | $ (53,092,021) | $ (46,424,169) | $ (35,053,035) | $ (32,174,208) | $ 0 | ||||
Temporary equity at redeemed | $ | 414,000,000 | 414,000,000 | |||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ | $ 5,000,001 | $ 5,000,001 | |||||||
Automatic Conversion Upon Business Combination Ratio Percentage | 20.00% | 20.00% | |||||||
Founder Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares, shares outstanding (in shares) | 10,350,000 | ||||||||
Class A Ordinary Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common shares, votes per share | Vote | 1 | 1 | |||||||
Common shares, shares issued (in shares) | 5,763,241 | ||||||||
Common shares, shares outstanding (in shares) | 5,763,241 | ||||||||
Class A Ordinary Shares | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Permanent equity | $ | 0 | ||||||||
Class A Ordinary Shares Subject to Redemption | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares, votes per share | Vote | 1 | ||||||||
Common shares, shares issued (in shares) | 41,400,000 | ||||||||
Common shares, shares outstanding (in shares) | 41,400,000 | ||||||||
Class A common stock subject to possible redemption, issued (in shares) | 41,400,000 | 41,400,000 | 500,000,000 | ||||||
Temporary equity, shares outstanding | 41,400,000 | 41,400,000 | |||||||
Temporary equity at redeemed | $ | $ 414,000,000 | $ 414,000,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||||||
Class A Ordinary Shares Not Subject to Redemption | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common shares, shares issued (in shares) | 0 | ||||||||
Common shares, shares outstanding (in shares) | 0 | ||||||||
Class A Ordinary Shares Not Subject to Redemption | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Permanent equity | $ | $ 0 | $ 0 | $ 0 | 0 | |||||
Class B Ordinary Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common shares, votes per share | Vote | 1 | 1 | |||||||
Common shares, shares issued (in shares) | 10,350,000 | 10,350,000 | |||||||
Common shares, shares outstanding (in shares) | 10,350,000 | 10,350,000 | 1,725,000 | ||||||
Class B Ordinary Shares | Founder Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares, shares outstanding (in shares) | 10,350,000 | ||||||||
Class B Ordinary Shares | Founder Shares | Sponsor | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares surrendered | 2,875,000 | ||||||||
Shares transferred | 30,000 | ||||||||
Class B Ordinary Shares | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Permanent equity | $ | $ 1,035 | $ 1,035 | $ 1,035 | $ 1,035 | $ 0 | ||||
Common stock subject to redemption | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, shares outstanding | 35,636,759 |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation of derivative liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | $ 40,532,280 | |
Derivative liabilities at ending | $ 40,532,280 | 29,283,330 |
Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 21,390,000 | |
Change in fair value | 1,932,000 | (4,140,000) |
Derivative liabilities at ending | 21,390,000 | |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 11,449,330 | |
Change in fair value | 1,034,130 | (2,216,000) |
Derivative liabilities at ending | 11,449,330 | |
Forward Purchase Agreement | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 7,692,950 | |
Change in fair value | 3,647,030 | $ (4,892,950) |
Derivative liabilities at ending | $ 7,692,950 |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial assets and liabilities (Details) - Recurring - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account | $ 414,100,847 | $ 414,020,525 |
Liabilities: | ||
Derivative liabilities | 29,283,330 | 40,532,280 |
Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 17,250,000 | 21,390,000 |
Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 9,233,330 | 11,449,330 |
Forward Purchase Agreement | ||
Liabilities: | ||
Derivative liabilities | 2,800,000 | 7,692,950 |
Level 1 | ||
Assets: | ||
Investments held in Trust Account | 414,100,847 | 414,020,525 |
Liabilities: | ||
Derivative liabilities | 17,250,000 | |
Level 1 | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 17,250,000 | |
Level 2 | ||
Liabilities: | ||
Derivative liabilities | 9,233,330 | |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 9,233,330 | |
Level 3 | ||
Liabilities: | ||
Derivative liabilities | 2,800,000 | 40,532,280 |
Level 3 | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 21,390,000 | |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 11,449,330 | |
Level 3 | Forward Purchase Agreement | ||
Liabilities: | ||
Derivative liabilities | $ 2,800,000 | $ 7,692,950 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Sep. 30, 2021Y | Jun. 30, 2021Y | Mar. 31, 2021Y | Dec. 31, 2020Y$ / shares | Sep. 15, 2020$ / shares |
Share price. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | $ / shares | 10.02 | 9.81 | |||
Share price. | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 10.02 | ||||
Share price. | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 10.20 | 10.04 | 10.05 | 10.54 | |
Exercise price | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | $ / shares | 11.50 | 11.50 | |||
Exercise price | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 11.50 | ||||
Exercise price | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 10 | 10 | 10 | 10 | |
Term (in years) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 6 | 6 | |||
Term (in years) | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | Y | 6 | ||||
Term (in years) | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | Y | 0.25 | 0.46 | 0.71 | 0.96 | |
Volatility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 21 | 20.50 | |||
Risk-free interest rate | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0.50 | 0.51 | |||
Risk-free interest rate | Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0.50 | ||||
Risk-free interest rate | Forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0.04 | 0.06 | 0.06 | 0.10 | |
Expected dividends | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Derivative liabilities at beginning | $ 40,532,280 | $ 40,532,280 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 33,919,120 | |||||
Derivative liabilities at ending | $ 40,532,280 | $ 29,283,330 | 40,532,280 | 29,283,330 | ||
Level 3 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Derivative liabilities at beginning | 598,630 | $ 757,830 | 40,532,280 | 40,532,280 | ||
Transfers from Level 3 | (32,839,330) | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 29,873,200 | |||||
Change in fair value | 10,659,080 | 2,201,370 | (159,200) | (6,935,120) | ||
Derivative liabilities at ending | $ 40,532,280 | $ 2,800,000 | $ 598,630 | $ 757,830 | $ 40,532,280 | $ 2,800,000 |
Fair Value Measurements - Add_2
Fair Value Measurements - Additional information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Measurements | |||
Forward price | $ 10 | $ 10 | |
Warrant redemption condition minimum share price | $ 18 | ||
Change in fair value of derivative warrant liabilities | $ 8,493,810 | $ 10,659,080 | $ (11,248,950) |