Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SVF INVESTMENT CORP. | |
Entity File Number | 001-39862 | |
Entity Tax Identification Number | 98-1561624 | |
Entity Central Index Key | 0001828478 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
City Area Code | 650 | |
Local Phone Number | 562-8100 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 1 Circle Star Way | |
Entity Shell Company | true | |
Entity Address, State or Province | CA | |
Entity Address, City or Town | San Carlos | |
Entity Address, Postal Zip Code | 94070 | |
Entity Incorporation, State or Country Code | E9 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SVFA | |
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 60,375,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,093,750 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SVFAU | |
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SVFAW | |
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,328,104 | $ 0 |
Due from related party | 5,452 | |
Prepaid expenses | 1,796,656 | 12,945 |
Total current assets | 3,130,212 | 12,945 |
Investments held in Trust Account | 603,767,040 | |
Deferred offering costs associated with the initial public offering | 605,335 | |
Total Assets | 606,897,252 | 618,280 |
Current liabilities: | ||
Accounts payable | 429,885 | 353,332 |
Accrued expenses | 387,095 | 197,236 |
Due to related party | 149,153 | |
Working capital loan - related party | 3,242,980 | |
Note payable - related party | 172,732 | |
Total current liabilities | 4,209,113 | 723,300 |
Deferred underwriting commissions | 21,131,250 | |
Derivative liabilities | 45,689,700 | |
Total liabilities | 71,030,063 | 723,300 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 60,375,000 and -0- shares issued and outstanding, subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 603,750,000 | |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 23,491 | |
Accumulated deficit | (67,884,320) | (130,020) |
Total shareholders' deficit | (67,882,811) | (105,020) |
Total Liabilities and Shareholders' Deficit | 606,897,252 | 618,280 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 15,093,750 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | $ 1,509 | $ 1,509 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 200,000,000 | 200,000,000 |
Temporary Equity, Shares Issued | 60,375,000 | 0 |
Temporary Equity, Shares Outstanding | 60,375,000 | 0 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock, shares authorized | 200,000,000 | |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 15,093,750 | 15,093,750 |
Common stock, shares outstanding | 15,093,750 | 15,093,750 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 797,402 | $ 1,564,119 |
General and administrative expenses - related party | 30,000 | 28,106,170 |
Loss from operations | (827,402) | (29,670,289) |
Other income (expense) | ||
Offering costs associated with derivative warrant liabilities | (2,567,170) | |
Loss on the forward purchase agreement | (97,422,680) | |
Loss on working capital loan | (2,256,980) | (2,256,980) |
Change in fair value of derivative liabilities | 22,549,000 | 138,783,150 |
Change in fair value of working capital loan | 1,014,000 | 1,014,000 |
Income from investments held in Trust Account | 9,175 | 17,040 |
Net income | $ 20,487,793 | $ 7,897,071 |
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption | 60,375,000 | 60,375,000 |
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption | $ 0 | $ 0 |
Common Class A [Member] | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption | 60,375,000 | 60,375,000 |
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption | $ 0 | $ 0 |
Common Class B [Member] | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption | 15,093,750 | 14,941,471 |
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption | $ 1.36 | $ 0.53 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - USD ($) | Total | Ordinary Shares [Member]Common Class A [Member] | Ordinary Shares [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (105,020) | $ 0 | $ 1,509 | $ 23,491 | $ (130,020) |
Beginning balance (Shares) at Dec. 31, 2020 | 0 | 15,093,750 | |||
Sale of units in initial public offering, less allocation to derivative warrant liabilities | 558,831,000 | $ 6,038 | $ 0 | 558,824,962 | |
Sale of units in initial public offering, less allocation to derivative warrant liabilities (Shares) | 60,375,000 | 0 | |||
Offering costs | (30,755,862) | (30,755,862) | |||
Shares subject to possible redemption | (510,379,390) | $ (5,104) | (510,374,286) | ||
Shares subject to possible redemption (Shares) | (51,037,939) | ||||
Net (loss) income | (12,590,722) | (12,590,722) | |||
Ending balance at Mar. 31, 2021 | 5,000,006 | $ 934 | $ 1,509 | 17,718,305 | (12,720,742) |
Ending balance (Shares) at Mar. 31, 2021 | 9,337,061 | 15,093,750 | |||
Beginning balance at Dec. 31, 2020 | (105,020) | $ 0 | $ 1,509 | 23,491 | (130,020) |
Beginning balance (Shares) at Dec. 31, 2020 | 0 | 15,093,750 | |||
Offering costs | (510,379,390) | ||||
Accretion of Class A ordinary shares subject to redemption amount | (93,370,610) | ||||
Net (loss) income | 7,897,071 | ||||
Ending balance at Jun. 30, 2021 | (67,882,811) | $ 0 | $ 1,509 | 0 | (67,884,320) |
Ending balance (Shares) at Jun. 30, 2021 | 0 | 15,093,750 | |||
Beginning balance at Mar. 31, 2021 | 5,000,006 | $ 934 | $ 1,509 | 17,718,305 | (12,720,742) |
Beginning balance (Shares) at Mar. 31, 2021 | 9,337,061 | 15,093,750 | |||
Accretion of Class A ordinary shares subject to redemption amount | (93,370,610) | $ (934) | (17,718,305) | (75,651,371) | |
Accretion of Class A ordinary shares subject to redemption amount (shares) | (9,337,061) | ||||
Net (loss) income | 20,487,793 | 20,487,793 | |||
Ending balance at Jun. 30, 2021 | $ (67,882,811) | $ 0 | $ 1,509 | $ 0 | $ (67,884,320) |
Ending balance (Shares) at Jun. 30, 2021 | 0 | 15,093,750 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 7,897,071 |
Adjustments to reconcile net income to net cash used in operating activities: | |
General and administrative expenses paid by related party under promissory note | 60,201 |
Non-cash compensation to Sponsor | 28,056,170 |
Offering costs associated with derivative warrant liabilities | 2,567,170 |
Loss on the forward purchase agreement | 97,422,680 |
Loss on working capital loan | 2,256,980 |
Change in fair value of derivative liabilities | (138,783,150) |
Change in fair value of working capital loan | (1,014,000) |
Income from investments held in Trust Account | (17,040) |
Changes in operating assets and liabilities: | |
Due from related party | (5,452) |
Prepaid expenses | (1,783,711) |
Accounts payable | 59,248 |
Accrued expenses | 266,031 |
Due to related party | 149,153 |
Net cash used in operating activities | (2,868,649) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (603,750,000) |
Net cash used in investing activities | (603,750,000) |
Cash Flows from Financing Activities: | |
Proceeds received from working capital loan to related party | 2,000,000 |
Repayment of note payable to related party | (295,732) |
Proceeds received from initial public offering, gross | 603,750,000 |
Proceeds received from private placement | 14,075,000 |
Offering costs paid | (11,582,515) |
Net cash provided by financing activities | 607,946,753 |
Net increase in cash | 1,328,104 |
Cash - beginning of the period | 0 |
Cash - end of the period | 1,328,104 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable | 17,305 |
Offering costs included in accrued expenses | 75,000 |
Offering costs paid by related party under promissory note | 62,800 |
Reversal of accrued expenses | (151,172) |
Deferred underwriting commissions | $ 21,131,250 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations SVF Investment Corp., formerly known as Gazelle Opportunities I (Cayman), (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 5, 2020. 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 that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not yet commenced operations. All activity for the period from October 5, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is SVF Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 60,375,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 7,875,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $603.8 million, and incurring offering costs of approximately $33.9 million, of which approximately $21.1 million was deferred underwriting commissions (Note 6). On April 22, 2021, the underwriters made a payment to the Company in an amount of $600,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,383,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $14.1 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $603.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its 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 a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 12, 2023, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except 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. Liquidity and capital resources As of June 30, 2021, the Company had approximately $1.3 million in its operating bank account, and working capital deficit of approximately $1.1 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of up to approximately $300,000 from the Sponsor pursuant to the Note (as defined in Note 5), of which approximately $173,000 was outstanding as of December 31, 2020 and approximately $296,000 in total prior to the Initial Public Offering, and subsequent to the Initial Public Offering, the proceeds of $2.0 million from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on January 13, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor provided the Company a Working Capital Loan (see Note 5). As of June 30, 2021, $2.0 million was drawn under the Working Capital Loan. I 1,000,000 f Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and uncertainties Management continues to evaluate the impact of the COVID-19 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed 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 U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Emerging growth company As an emerging growth company, the Company 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 This may make comparison of the Company’s unaudited condensed financial statement 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 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 unaudited condensed 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 unaudited condensed 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 the Trust Account. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 June 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised 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 and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. W The Company has elected the fair value option to account for its working capital loan – related party with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. D 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 ASC 815-15. re-assessed The 12,075,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 9,383,333 Private Placement Warrants, the 5,000,000 committed forward purchase warrants and the 1,000,000 additional forward purchase warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were 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 non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in 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 the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 60,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. As of June 30, 2021, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 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’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net income (loss) per ordinary share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants and Private Placement Warrants since their exercise price is in excess of the average Class A ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three For the Six Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 9,175 $ 17,040 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares subject to possible redemption $ 9,175 $ 17,040 Denominator: Weighted average Class A ordinary shares subject Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 60,375,000 60,375,000 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-redeemable Numerator: Net Income minus Net Earnings Net income $ 20,487,793 $ 7,897,071 Net income allocable to Class A ordinary shares subject to possible redemption 9,175 17,040 Non-redeemable $ 20,478,618 $ 7,880,031 Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non- 15,093,750 14,941,471 Basic and diluted net income per ordinary share, non-redeemable $ 1.36 $ 0.53 Non-cash The Company records non-cash Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On January 12, 2021, the Company consummated its Initial Public Offering of 60,375,000 Units, including 7,875,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $603.8 million, and incurring offering costs of approximately $33.9 million, of which approximately $21.1 million was deferred underwriting commissions. On April 22, 2021, the underwriters made a payment to the Company in an amount of $600,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Of the 60,375,000 Units sold, an aggregate of 2,527,000 Units were purchased by certain of the Company’s directors and officers. Each Unit consists of one Class A ordinary share and one-fifth |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,383,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $14.1 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On October 10, 2020, the Company issued 11,500,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company. On November 13, 2020, the Company effected a share dividend with respect to Class B ordinary shares, resulting in an aggregate of 15,093,750 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend as of October 5, 2020 (inception). Subsequent to October 10, 2020, the Sponsor transferred an aggregate of Founder Shares to the Company’s independent directors. The holders of the Founder Shares agreed to forfeit up to an aggregate of Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent % of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the number of Class A ordinary shares to be sold pursuant to the Forward Purchase Agreement). On January , , the underwriters fully exercised the over-allotment option; thus, these Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares and the Forward Purchase Investor agreed not to transfer, assign or sell any of its Forward purchase units until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Sale of Units to Related Party Certain of the Company’s directors and officers have purchased up to 3,000,000 units in the aggregate offered in the Initial Public Offering. Related Party Loans On October 7, 2020, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”), which was later amended on December 21, 2020. The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $2.0 million 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 June 30, 2021, $2 million was drawn on the working capital loan – related party, presented at its fair value of approximately $3.2 million on the accompanying unaudited condensed balance sheets. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. In August, 2021, the Company entered a Loan Agreement (the “Agreement”) with the Sponsor which is attached hereto as Exhibit 10.1 and incorporated by reference herein, pursuant to which the Company may borrow up to $1,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. There will be no interest accrued under the Agreement. All unpaid principal under the Agreement will be due and payable in full on the effective date of the Business Combination. Due from Related Party Due from related party consist of amounts due from the Sponsor or an affiliate of the Sponsor. As of June 30, 2021 and December 31, 2020, the Company recorded approximately $5,000 and $0 on the condensed balance sheets, respectively. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company by an affiliate of the Sponsor. The Company incurred $30,000 and $50,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, $50,000 is due to the Sponsor and is included in due to related party on the accompanying condensed balance sheets. There was no balance due to related party at December 31, 2020. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket As of June 30, 2021, $99,000 is due to the Sponsor’s affiliates and is included in due to related party on the accompanying condensed balance sheets. There was no balance due to related party at December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and 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 Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $12.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $21.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 22, 2021, the underwriters made a payment to the Company in an amount of $600,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Forward Purchase Agreement On January 7, 2021, the Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with certain investors (the “Forward Purchase Investor”), which provides for the purchase of $250,000,000 of forward purchase units (the “Forward Purchase Units”), with each unit consisting of one Class A ordinary share (a “Forward Purchase Share”) and one-fifth one-fifth |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 7 — Derivative Liabilities As of June 30, 2021, the Company had 12,075,000 Public Warrants and 9,383,333 Private Warrants outstanding. There were no warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial 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 $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. 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 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 non-redeemable 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 herein with respect to the Private Placement Warrants and the Forward Purchase Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants and the Forward Purchase 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Share Subject
Class A Ordinary Share Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Class A Ordinary Share Subject to Possible Redemption | Note 8 — 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 uncertain future events. The Company is authorized to issue 200,000,000 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 June 30, 2021, there were 60,375,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. There were no Class A ordinary shares issued and outstanding at December 31, 2020. As of June 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: As of June 30, Initial carrying value of the Class A ordinary shares subject to redemption at $ 510,379,390 Plus: Accretion of carrying value to redemption value 93,370,610 Class A ordinary shares subject to possible redemption $ 603,750,000 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 9 — Shareholders’ Equity Preference Shares Class B Ordinary Shares October 5, ( inception . Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 603,767,040 $ — $ — $ 603,767,040 Liabilities: Working capital loan - related party $ — $ — $ 3,242,980 $ 3,242,980 Derivative liabilities - public warrants $ 18,595,500 $ — $ — $ 18,595,500 Derivative liabilities - private warrants $ — $ — $ 16,420,830 $ 16,420,830 Derivative liabilities - forward purchase warrants $ — $ — $ 10,673,370 $ 10,673,370 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 an initial Level 3 measurement to a Level 1 fair value measurement as the Public Warrants were separately listed and traded in January 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative liabilities measured at fair value using a Monte Carlo simulation model. The estimated fair value of the Private Placement Warrants, Working Capital Loan and forward purchase warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of January As of March 31, As of June Option term (in years) 1.4 1.2 1.0 Volatility 20.00 % 10.00 % 5.00 % Risk-free interest rate 0.73 % 1.21 % 1.03 % Expected dividends 0.00 % 0.00 % 0.00 % The change in the fair value of the derivative liabilities measured utilizing Level 3 measurements for the period for the three and six months ended June 30, 2021 is summarized as follows: Derivative liabilities beginning of the period $ — Issuance of derivative liabilities 184,472,850 Transfer of Public Warrants to a Level 1 measurement (44,919,000 ) Change in fair value of derivative liabilities - Level 3 measurement (1) (96,310,400 ) Derivative liabilities at March 31, 2021 - Level 3 measurement 43,243,450 Change in fair value of derivative liabilities - Level 3 measurement (2) (16,149,250 ) Derivative liabilities at June 30, 2021 - Level 3 measurement $ 27,094,200 (1) includes a $76.5 million gain from the change in fair value from the forward purchase agreement (2) includes a $10.2 million gain from the change in fair value from the forward purchase agreement |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 6 Months Ended |
Jun. 30, 2021 | |
Revision to Prior Period Financial Statements [Abstract] | |
Revision to Prior Period Financial Statements | Note 11 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the quarter ended June 30, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s funded working capital loan in the Company’s previously issued unaudited financial statements for the quarter ended March 31, 2021, filed on Form 10-Q on May 24, 2021 (“Q1 10-Q”). The lender of the working capital loan has the option to exchange up to $2.0 million in outstanding principal for warrants issued by the Company to purchase Class A ordinary shares of the Company. The warrants are the same form as the Private Placement Warrants issued in the Initial Public Offering, which are classified as liabilities measured at fair value, with changes in fair value reported each period in earnings. The Private Placement Warrants fail the indexation guidance. As such, the exchange feature within the working capital loan, which allows the lender to require delivery of Private Placement Warrants, should be recognized at fair value, with changes in fair value each period reported in earnings, beginning at the initial funding date of the working capital loan. During the course of preparing the quarterly report on Form 10-Q for the quarter ended June 30, 2021, the Company identified a misstatement related to the Company’s the initial recognition of the shares subject to redemption in the Company’s Q1 10-Q. The Public Shares subject to redemption were recognized at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with ASC 480. The Company determined that the Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of Forward Purchase Agreement, it was concluded that the redemption value should include all the Public Shares resulting in the Class A ordinary shares subject to possible redemption being equal to $603,750,000. The effect of the revision on specific line items in the Company’s Q1 10-Q is as follows: As of March 31, 2021 (in USD) As Reported Revision If Revised Total assets 607,205,584 — 607,205,584 Total current liabilities 2,456,238 2,256,980 4,713,218 Total liabilities 91,826,188 2,256,980 94,083,168 Class A ordinary shares subject to possible redemption 510,379,390 93,370,610 603,750,000 Total shareholders’ equity 5,000,006 (95,627,590 ) (90,627,584 ) Net loss (12,590,722 ) (2,256,980 ) (14,847,702 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed 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 U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 the Trust Account. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Emerging Growth Company | Emerging growth company As an emerging growth company, the Company 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 This may make comparison of the Company’s unaudited condensed financial statement 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. |
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 June 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised 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 and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Working Capital Loan – Related Party | W The Company has elected the fair value option to account for its working capital loan – related party with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. |
Derivative Liabilities | D 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 ASC 815-15. re-assessed The 12,075,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 9,383,333 Private Placement Warrants, the 5,000,000 committed forward purchase warrants and the 1,000,000 additional forward purchase warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were 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 non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in 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 the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 60,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. As of June 30, 2021, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 Shares | Net Income (loss) per Ordinary 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’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net income (loss) per ordinary share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants and Private Placement Warrants since their exercise price is in excess of the average Class A ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three For the Six Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 9,175 $ 17,040 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares subject to possible redemption $ 9,175 $ 17,040 Denominator: Weighted average Class A ordinary shares subject Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 60,375,000 60,375,000 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-redeemable Numerator: Net Income minus Net Earnings Net income $ 20,487,793 $ 7,897,071 Net income allocable to Class A ordinary shares subject to possible redemption 9,175 17,040 Non-redeemable $ 20,478,618 $ 7,880,031 Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non- 15,093,750 14,941,471 Basic and diluted net income per ordinary share, non-redeemable $ 1.36 $ 0.53 |
Non-cash compensation to Sponsor | Non-cash The Company records non-cash |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three For the Six Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 9,175 $ 17,040 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares subject to possible redemption $ 9,175 $ 17,040 Denominator: Weighted average Class A ordinary shares subject Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 60,375,000 60,375,000 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-redeemable Numerator: Net Income minus Net Earnings Net income $ 20,487,793 $ 7,897,071 Net income allocable to Class A ordinary shares subject to possible redemption 9,175 17,040 Non-redeemable $ 20,478,618 $ 7,880,031 Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non- 15,093,750 14,941,471 Basic and diluted net income per ordinary share, non-redeemable $ 1.36 $ 0.53 |
Class A Ordinary Share Subjec_2
Class A Ordinary Share Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Summary of Class A Ordinary Shares Reflected on the Unaudited Condensed Balance Sheet | As of June 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: As of June 30, Initial carrying value of the Class A ordinary shares subject to redemption at $ 510,379,390 Plus: Accretion of carrying value to redemption value 93,370,610 Class A ordinary shares subject to possible redemption $ 603,750,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Financial Assets And Liabilities | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 603,767,040 $ — $ — $ 603,767,040 Liabilities: Working capital loan - related party $ — $ — $ 3,242,980 $ 3,242,980 Derivative liabilities - public warrants $ 18,595,500 $ — $ — $ 18,595,500 Derivative liabilities - private warrants $ — $ — $ 16,420,830 $ 16,420,830 Derivative liabilities - forward purchase warrants $ — $ — $ 10,673,370 $ 10,673,370 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs As Their Measurement Dates | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of January As of March 31, As of June Option term (in years) 1.4 1.2 1.0 Volatility 20.00 % 10.00 % 5.00 % Risk-free interest rate 0.73 % 1.21 % 1.03 % Expected dividends 0.00 % 0.00 % 0.00 % |
Summary of Change In The Fair Value Of The Derivative Warrant Liabilities | The change in the fair value of the derivative liabilities measured utilizing Level 3 measurements for the period for the three and six months ended June 30, 2021 is summarized as follows: Derivative liabilities beginning of the period $ — Issuance of derivative liabilities 184,472,850 Transfer of Public Warrants to a Level 1 measurement (44,919,000 ) Change in fair value of derivative liabilities - Level 3 measurement (1) (96,310,400 ) Derivative liabilities at March 31, 2021 - Level 3 measurement 43,243,450 Change in fair value of derivative liabilities - Level 3 measurement (2) (16,149,250 ) Derivative liabilities at June 30, 2021 - Level 3 measurement $ 27,094,200 (1) includes a $76.5 million gain from the change in fair value from the forward purchase agreement (2) includes a $10.2 million gain from the change in fair value from the forward purchase agreement |
Summary of Fair Value Of Working Capital Loan Related Party | The change in the fair value of the working capital loan – related party measured with Level 3 inputs for the period for the six months ended June 30, 2021 is summarized as follows: Fair Value at January 1, 2021 $ — Initial fair value of working capital loan - related party 4,256,980 Change in fair value of working capital loan - related party (1,014,000 ) Fair value of working capital loan - related party, June 30, 2021 3,242,980 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revision to Prior Period Financial Statements [Abstract] | |
Summary of Revision to the Post-IPO Balance Sheet | The effect of the revision on specific line items in the Company’s Q1 10-Q is as follows: As of March 31, 2021 (in USD) As Reported Revision If Revised Total assets 607,205,584 — 607,205,584 Total current liabilities 2,456,238 2,256,980 4,713,218 Total liabilities 91,826,188 2,256,980 94,083,168 Class A ordinary shares subject to possible redemption 510,379,390 93,370,610 603,750,000 Total shareholders’ equity 5,000,006 (95,627,590 ) (90,627,584 ) Net loss (12,590,722 ) (2,256,980 ) (14,847,702 ) |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Apr. 22, 2021 | Jan. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 01, 2021 |
Proceeds from initial public offer | $ 603,750,000 | $ 296,000 | |||
Deferred underwriting commissions | $ 21,100,000 | 21,131,250 | |||
Cash | 1,300,000 | ||||
Working Capital Deficit | 1,100,000 | ||||
Proceeds from Issuance of Private Placement | 14,075,000 | ||||
Payment to acquire restricted investments | $ 603,750,000 | ||||
Restricted Investments Term | 185 days | 185 days | |||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100.00% | ||||
Lock In Period For Redemption Of Public Shares After Closing Of IPO | 24 months | ||||
Dissolution Expense | $ 100,000 | ||||
Percentage of redeemable outstanding Public Shares held in the Trust Account | 100.00% | ||||
Minimum share price of the residual assets remaining available for distribution | $ 10 | ||||
Proceeds from Issuance of Common Stock | 2,000,000 | ||||
Working Capital Loan | 173,000 | ||||
Due to Related Parties Current | $ 149,153 | ||||
Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 9,383,333 | ||||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||||
Proceeds from Issuance of Private Placement | $ 14,100,000 | ||||
Exercise Price of Warrants or Rights | $ 10 | ||||
Sponsor [Member] | |||||
Minimum Public Share price due to reductions in the value of the trust assets less taxes payable | $ 10 | ||||
Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | ||||
Due to Related Parties Current | 50,000 | $ 0 | |||
Sponsor [Member] | Founder Shares [Member] | |||||
Proceeds from Issuance of Common Stock | 25,000 | ||||
Sponsor [Member] | Subsequent Event [Member] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,000,000 | ||||
Working Capital Loans [Member] | |||||
Due to Related Parties Current | $ 2,000,000 | ||||
Public Shares [Member] | |||||
Share Price | $ 10 | ||||
Maximum [Member] | |||||
Share Price | $ 10 | ||||
Minimum [Member] | |||||
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account | 80.00% | ||||
Percentage of Voting Interests Acquired | 50.00% | ||||
Net Tangible Assets Required For Consummation Of Business Combination | $ 5,000,001 | ||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | ||||
Over-Allotment Option [Member] | |||||
Stock shares issued during the period | 7,875,000 | ||||
IPO [Member] | |||||
Stock shares issued during the period | 60,375,000 | ||||
Proceeds from initial public offer | $ 603,800,000 | ||||
Offering costs | 33,900,000 | ||||
Deferred underwriting commissions | $ 21,100,000 | ||||
Reimbursement of underwriting expenses | $ 600,000 | ||||
Share Price | $ 10 | ||||
Payment to acquire restricted investments | $ 603,800,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |||
Income from investments held in Trust Account | $ 9,175 | $ 17,040 | |
Less: Company's portion available to be withdrawn to pay taxes | 0 | 0 | |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 9,175 | $ 17,040 | |
Denominator: Weighted average Class A ordinary shares subject to possible redemption | |||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 60,375,000 | 60,375,000 | |
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | |
Numerator: Net Income minus Net Earnings | |||
Net income | $ 20,487,793 | $ (12,590,722) | $ 7,897,071 |
Net income allocable to Class A ordinary shares subject to possible redemption | 9,175 | 17,040 | |
Non-redeemable net income | $ 20,478,618 | $ 7,880,031 | |
Denominator: weighted average non-redeemable ordinary shares | |||
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares | 15,093,750 | 14,941,471 | |
Basic and diluted net income per ordinary share, non-redeemable ordinary shares | $ 1.36 | $ 0.53 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash equivalents | $ 0 | $ 0 | |
FDIC Insured Amount | 250,000 | ||
Unrecognised tax benefits | 0 | ||
Unrecognised tax benefits,accrued interest and penalties | $ 0 | ||
Restricted Investments Term | 185 days | 185 days | |
Number of warrants or rights outstanding | 0 | ||
Common Class A [Member] | |||
Temporary equity shares outstanding | 60,375,000 | 0 | |
Financing Cost of Derivative Warrant Liabilities [Member] | |||
Offering Cost | $ 2,600,000 | ||
Public Warrants [Member] | |||
Number of warrants or rights outstanding | 12,075,000 | ||
Private Placement Warrants [Member] | |||
Number of warrants or rights outstanding | 9,383,333 | ||
Forward purchase warrants [Member] | |||
Number of warrants or rights outstanding | 5,000,000 | ||
Derivative liabilities [Member] | |||
Number of warrants or rights outstanding | 1,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Apr. 22, 2021 | Jan. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering [Line Items] | ||||
Proceeds from initial public offer | $ 603,750,000 | $ 296,000 | ||
Payments for Underwriting Expense | $ 12,100,000 | |||
Common Class A [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock Conversion Basis | one-fifth of one redeemable warrant | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Initial Public Offering [Line Items] | ||||
Shares issuable per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
IPO [Member] | ||||
Initial Public Offering [Line Items] | ||||
Proceeds from initial public offer | 603,800,000 | |||
Offering Cost | $ 33,900,000 | |||
Stock issued during period shares new shares | 60,375,000 | |||
Stock repurchased during period, shares | 2,527,000 | |||
Share Price | $ 10 | |||
Deferred underwriting commissions | $ 21,100,000 | |||
Payments for Underwriting Expense | $ 600,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period shares new shares | 7,875,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period shares new shares | 7,875,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Jun. 30, 2021 |
Private Placement [Line Items] | ||
Proceeds received from private placement | $ 14,075,000 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |
Private Placement Warrants [Member] | ||
Private Placement [Line Items] | ||
Class of warrants and rights issued during the period | 9,383,333 | |
Class of warrants and rights issued, price per warrant | $ 1.50 | |
Proceeds received from private placement | $ 14,100,000 | |
Exercise price of warrant | $ 10 | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Private Placement [Line Items] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Oct. 10, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 01, 2021 | Nov. 13, 2020 | Oct. 07, 2020 |
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Due to related parties current | $ 149,153 | $ 149,153 | ||||||
Proceeds from related party | 2,000,000 | |||||||
Proceeds from initial public offer | $ 603,750,000 | $ 296,000 | ||||||
IPO [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Stock Issued During Period, Shares, New Issues | 60,375,000 | |||||||
Stock repurchased during period, shares | 2,527,000 | |||||||
Proceeds from initial public offer | $ 603,800,000 | |||||||
IPO [Member] | Maximum [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Stock repurchased during period, shares | 3,000,000 | |||||||
Founder Shares [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Temporary equity shares outstanding | 1,968,750 | |||||||
Founder Shares [Member] | IPO [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Common stock, threshold percentage on conversion of shares | 20.00% | |||||||
Sponsor [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Due to related parties current | 50,000 | $ 50,000 | 0 | |||||
Related party transaction amount of transaction | 30,000 | |||||||
Due from Related Parties | 5,000 | 5,000 | 0 | |||||
Due to Sponsor Affiliate, Current | 99,000 | 99,000 | 0 | |||||
Sponsor [Member] | Office Space Administrative And Support Services [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Related party transaction amount of transaction | 10,000 | |||||||
Sponsor [Member] | General and Administrative Expense [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Related party transaction amount of transaction | 50,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||
Proceeds from related party | 173,000 | |||||||
Proceeds from initial public offer | $ 296,000 | |||||||
Sponsor [Member] | Subsequent Event [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,000,000 | |||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 1,968,750 | |||||||
Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Stock Issued During Period, Shares, New Issues | 150,000 | |||||||
Working Capital Loans [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Due to related parties current | 2,000,000 | 2,000,000 | ||||||
Debt Instrument Convertible Into Warrants | $ 2,000,000 | |||||||
Debt Instrument Conversion Price | $ 1.50 | |||||||
Working capital loan - related party [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Due to related parties current | $ 3,200,000 | $ 3,200,000 | ||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Temporary equity shares outstanding | 15,093,750 | |||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Stock Issued During Period, Shares, New Issues | 11,500,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||
Common Class A [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Temporary equity shares outstanding | 60,375,000 | 60,375,000 | 0 | |||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | ||||||||
Share transfer, trigger price price per share. | $ 12 | $ 12 | ||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number Of Trading Days For Determining Share Price | 30 days | |||||||
Threshold Number Of Trading Days For Determining Share PriceFrom Date Of Business Combination | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 22, 2021 | Jan. 12, 2021 | Jan. 07, 2021 | Jun. 30, 2021 |
Loss Contingencies [Line Items] | ||||
Underwriting discount per unit | $ 0.20 | |||
Deferred underwriting commissions per unit | $ 0.35 | |||
Deferred Underwriting Commissions | $ 21,100,000 | $ 21,131,250 | ||
Payments for Underwriting Expense | $ 12,100,000 | |||
Forward Purchase Agreement [Member] | Forward Purchase Investor [Member] | Forward Purchase units [Member] | ||||
Loss Contingencies [Line Items] | ||||
Option to purchase additional shares | 5,000,000 | |||
Forward Purchase Agreement [Member] | Forward Purchase Investor [Member] | Forward Purchase units [Member] | Share Price Range One [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock shares issued during the period | 250,000,000 | |||
Stock issued during period shares new shares | 250,000,000 | |||
Share Price | $ 11.50 | |||
Sale of stock issue price per share | $ 10 | |||
Option to purchase additional shares value | $ 50,000,000 | |||
Forward Purchase Agreement [Member] | Forward Purchase Investor [Member] | Forward Purchase units [Member] | Share Price Range Two [Member] | ||||
Loss Contingencies [Line Items] | ||||
Share Price | $ 10 | |||
Over-Allotment Option [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock shares issued during the period | 7,875,000 | |||
Stock issued during period shares new shares | 7,875,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Loss Contingencies [Line Items] | ||||
Overallotment Option Vesting Period | 45 days | |||
Stock shares issued during the period | 7,875,000 | |||
Stock issued during period shares new shares | 7,875,000 | |||
IPO [Member] | ||||
Loss Contingencies [Line Items] | ||||
Deferred Underwriting Commissions | $ 21,100,000 | |||
Stock shares issued during the period | 60,375,000 | |||
Payments for Underwriting Expense | $ 600,000 | |||
Stock issued during period shares new shares | 60,375,000 | |||
Share Price | $ 10 |
Derivative Liabilities - Additi
Derivative Liabilities - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | |
Warrants oustanding | 0 | ||
Number of days from which warrants and Ordinary shares will not become Transferable or Salable | 30 days | ||
Weighted Average Price Of Common Stock As Reported Duirng Trading Days To Meet Fair Market Value Criteria | 10 days | ||
Thresold Price For Warrants will not exerciseble During Redempton Period Price per Warrant | $ 0.361 | ||
Share Price Equals Or Exceeds 10 Usd [Member] | |||
Share Price | 10 | ||
Class of warrants or rights redemption per share | $ 0.10 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Number of consecutive trading days to determine call of warrant redemption | 20 days | ||
Number of trading days to determine call of warrant redemption | 30 days | ||
Event Triggering Warrant Redemption [Member] | |||
Volume weighted average price per share | $ 9.20 | ||
Public Warrants [Member] | |||
Warrants oustanding | 12,075,000 | ||
Number of days from which warrants become exercisale after the completion of Business Combination | 30 days | ||
Number of Months from which warrants become exercisale after the completion of Business Combination | 12 months | ||
Number of Business Days After The Closing of Business Combination Made Efforts For SEC Registration Statement | 20 days | ||
Period within which registration statement shall be effective after closure of business combination | 60 days | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | |||
Class of warrant or rights exercise price | $ 11.50 | ||
Warrant expiration | 5 years | ||
Share Price | $ 9.20 | ||
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60.00% | ||
Number of trading days | 20 days | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member] | |||
Redemption trigger price as a percentage of the newly issued price | 115.00% | ||
Class of warrants or right redemption trigger price | $ 18 | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member] | |||
Redemption trigger price as a percentage of the newly issued price | 180.00% | ||
Class of warrants or right redemption trigger price | $ 10 | ||
Private Placement Warrants [Member] | |||
Warrants oustanding | 9,383,333 | ||
Class of warrant or rights exercise price | $ 10 | ||
Private Placement Warrants [Member] | Share Price Equals Or Exceeds 18 Usd [Member] | |||
Share Price | $ 18 | ||
Class of warrants or rights redemption per share | $ 0.01 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Number of consecutive trading days to determine call of warrant redemption | 20 days | ||
Number of trading days to determine call of warrant redemption | 30 days | ||
Threshold Period Common Stock Available During The Redemption Period | 30 days |
Class A Ordinary Share Subjec_3
Class A Ordinary Share Subject to Possible Redemption - Summary of Class A Ordinary Shares Reflected on the Unaudited Condensed Balance Sheet (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Temporary Equity [Line Items] | |||
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021 | $ 30,755,862 | $ 510,379,390 | |
Accretion of carrying value to redemption value | $ 93,370,610 | 93,370,610 | |
Class A ordinary shares subject to possible redemption | $ 603,750,000 | $ 603,750,000 |
Class A Ordinary Share Subjec_4
Class A Ordinary Share Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, no par value | $ 0.0001 | |
Temporary Equity, Shares Issued | 60,375,000 | 0 |
Temporary equity shares outstanding | 60,375,000 | 0 |
Common stock, voting rights | one | |
Shares Subject to redemption [Member] | ||
Temporary equity shares outstanding | 60,375,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Nov. 13, 2020 | Oct. 10, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, no par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, conversion ratio, percent | 20.00% | ||||
Director [Member] | |||||
Number of shares transferred | 150,000 | ||||
Over-Allotment Option [Member] | |||||
Number of shares transferred | 7,875,000 | ||||
Common Class B [Member] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, no par value | $ 0.0001 | ||||
Common stock, voting rights | one vote | ||||
Common stock, shares, issued | 11,500,000 | 15,093,750 | 15,093,750 | ||
Ordinary shares were subject to forfeiture | 1,968,750 | ||||
Common Class B [Member] | Sponsor [Member] | |||||
Common stock subject to repurchase, shares | 15,093,750 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Common stock subject to repurchase | $ 0 | ||||
Ordinary shares were subject to forfeiture | 1,968,750 | ||||
Percentage of increase in ordinary shares issued | 20.00% | ||||
Percentage of increase in ordinary shares outstanding | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets And Liabilities (Detail) | Jun. 30, 2021USD ($) |
Investments held in Trust Account | $ 603,767,040 |
Working capital loan - related party [Member] | |
Derivative liabilities | 3,242,980 |
Working capital loan - related party | 3,242,980 |
Derivative Liabilities - Public Warrants [Member] | |
Derivative liabilities | 18,595,500 |
Working capital loan - related party | 18,595,500 |
Derivative Liabilities - Private Warrants [Member] | |
Derivative liabilities | 16,420,830 |
Working capital loan - related party | 16,420,830 |
Derivative Liabilities - Forward Purchase Warrants [Member] | |
Derivative liabilities | 10,673,370 |
Working capital loan - related party | 10,673,370 |
Level 1 [Member] | |
Investments held in Trust Account | 603,767,040 |
Level 1 [Member] | Derivative Liabilities - Public Warrants [Member] | |
Derivative liabilities | 18,595,500 |
Working capital loan - related party | 18,595,500 |
Level 2 [Member] | |
Investments held in Trust Account | 0 |
Level 3 [Member] | |
Investments held in Trust Account | 0 |
Level 3 [Member] | Working capital loan - related party [Member] | |
Derivative liabilities | 3,242,980 |
Working capital loan - related party | 3,242,980 |
Level 3 [Member] | Derivative Liabilities - Private Warrants [Member] | |
Derivative liabilities | 16,420,830 |
Working capital loan - related party | 16,420,830 |
Level 3 [Member] | Derivative Liabilities - Forward Purchase Warrants [Member] | |
Derivative liabilities | 10,673,370 |
Working capital loan - related party | $ 10,673,370 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs As Their Measurement Dates (Detail) | Jan. 12, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Option Term (in years) [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Option term (in years) | 5 years | 5 years | 5 years |
Option Term (in years) [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Option term (in years) | 1 year 4 months 24 days | 1 year 2 months 12 days | 1 year |
Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Volatility | 20.00% | 10.00% | 5.00% |
Risk-Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free interest rate | 0.73% | 1.21% | 1.03% |
Expected Dividends [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected dividends | 0.00% | 0.00% | 0.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change In The Fair Value Of The Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities beginning of the period | $ 43,243,450 | $ 0 | $ 0 |
Issuance of derivative liabilities | 184,472,850 | ||
Transfer of Public Warrants to a Level 1 measurement | (44,919,000) | ||
Change in fair value of derivative liabilities | (16,149,250) | (96,310,400) | |
Derivative liabilities ending of the period | $ 27,094,200 | $ 43,243,450 | $ 27,094,200 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Change In The Fair Value Of The Derivative Warrant Liabilities (Parenthetical) (Detail) - Forward Purchase Agreement [Member] - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative warrant liabilities | $ 76.5 | |
Gain from the change in fair value | $ 10.2 |
Fair Value Measurements - Work
Fair Value Measurements - Working Capital Loan Related Party (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities beginning of the period | $ 43,243,450 | $ 0 | $ 0 |
Initial fair value of working capital loan - related party | 184,472,850 | ||
Change in fair value of working capital loan - related party | (16,149,250) | (96,310,400) | |
Derivative liabilities ending of the period | 27,094,200 | 43,243,450 | 27,094,200 |
Working capital loan - related party [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities beginning of the period | $ 0 | 0 | |
Initial fair value of working capital loan - related party | 4,256,980 | ||
Change in fair value of working capital loan - related party | (1,014,000) | ||
Derivative liabilities ending of the period | $ 3,242,980 | $ 3,242,980 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements - Summary of Restatement to The Post-IPO Balance Sheet (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure of Restatement to Prior Period Financial Statements [Line Items] | ||||
Total Assets | $ 606,897,252 | $ 606,897,252 | $ 618,280 | |
Liabilities, redeemable non-controlling interest and shareholders' equity | ||||
Total current liabilities | 4,209,113 | 4,209,113 | 723,300 | |
Total liabilities | 71,030,063 | 71,030,063 | 723,300 | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 603,750,000 | 603,750,000 | ||
Shareholders' equity | ||||
Total shareholders' deficit | (67,882,811) | $ 5,000,006 | (67,882,811) | $ (105,020) |
Net loss | $ 20,487,793 | (12,590,722) | $ 7,897,071 | |
As Previously Reported [Member] | ||||
Disclosure of Restatement to Prior Period Financial Statements [Line Items] | ||||
Total Assets | 607,205,584 | |||
Liabilities, redeemable non-controlling interest and shareholders' equity | ||||
Total current liabilities | 2,456,238 | |||
Total liabilities | 91,826,188 | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 510,379,390 | |||
Shareholders' equity | ||||
Total shareholders' deficit | 5,000,006 | |||
Adjustments [Member] | ||||
Liabilities, redeemable non-controlling interest and shareholders' equity | ||||
Total current liabilities | 2,256,980 | |||
Total liabilities | 2,256,980 | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 93,370,610 | |||
Shareholders' equity | ||||
Total shareholders' deficit | (95,627,590) | |||
Net loss | (2,256,980) | |||
As Restated [Member] | ||||
Disclosure of Restatement to Prior Period Financial Statements [Line Items] | ||||
Total Assets | 607,205,584 | |||
Liabilities, redeemable non-controlling interest and shareholders' equity | ||||
Total current liabilities | 4,713,218 | |||
Total liabilities | 94,083,168 | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 603,750,000 | |||
Shareholders' equity | ||||
Total shareholders' deficit | (90,627,584) | |||
Net loss | $ (14,847,702) |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements - Additional Information (Detail) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 60,375,000 and -0- shares issued and outstanding, subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | $ 603,750,000 | ||
Common Class A [Member] | |||
Temporary equity, redemption price per share | $ 10 | $ 10 | |
Common Class A [Member] | Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | |||
Temporary equity, redemption price per share | $ 10 | ||
Networth needed post business combination | $ 5,000,001 | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 60,375,000 and -0- shares issued and outstanding, subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 603,750,000 | ||
Debt Instrument Convertible Into Warrants | $ 2,000,000 |